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Agenda Packet City Council - 02/20/2024
� ati!i ' k, City of Corpus Christi Meeting Agenda - Final -revised City Council 1201 Leopard Street Corpus Christi, TX 78401 cctexas.com Tuesday, February 20, 2024 11:30 AM Corpus Christi Regional Transportation Authority, 602 N. Staples St., 2nd Floor Board Room (Rm. 210) Addendums may be added on Friday. Public Notice: Persons with disabilities who plan to attend this meeting and who may need auxiliary aids or services are requested to contact the City Secretary's office (at 361-826-3105) at least 48 hours in advance so that appropriate arrangements can be made. Si Usted desea dirigirse al Concilio y cree que su ingles es limitado, habra un interprete ingles-espanol en todas las juntas del Concilio para ayudarle. This meeting may be held via videoconference call pursuant to Texas Government Code § 551.127. If this meeting is held via videoconference call or other remote method of meeting, then a member of this governmental body presiding over this meeting will be physically present at the location of this meeting unless this meeting is held pursuant to Texas Government Code § 551.125 due to an emergency or other public necessity pursuant to Texas Government Code § 551.045. A. Mayor Paulette Guajardo to call the meeting to order. B. Invocation to be given by Deacon Michael Mentz, Diocese of Corpus Christi. C. Pledge of Allegiance to the Flag of the United States and to the Texas Flag to be led by Brinley Hopkins, Senior at W.B. Ray High School. D. City Secretary Rebecca L. Huerta to call the roll of the required Charter Officers. E. SECURITY BRIEFING F. CITY MANAGER'S COMMENTS / UPDATE ON CITY OPERATIONS: (ITEM 1) 1. 24-0282 City Website Redesign Community Input Survey, Presented by Cecilia Orozco, Assistant Director of Communications City of Corpus Christi Page 1 Printed on 2/19/2024 City Council Meeting Agenda - Final -revised February 20, 2024 G. PUBLIC COMMENT - APPROXIMATELY 12:00 P.M. To speak during this public comment period, you must sign up before the meeting begins. Each speaker is limited to a total of no more than 3 minutes per speaker. You will not be allowed to speak again on an item when the Council is considering the item. Time limits may be restricted further by the Mayor at any meeting. If you have a petition or other information pertaining to your subject, please present it to the City Secretary. Written comments may be submitted at cctexas.com/departments/city-secretary. Electronic media that you would like to use may only be introduced into the City system IF approved by the City's Communications Department at least 24 hours prior to the Meeting. Please contact Communications at 826-3211 to coordinate. This is a public hearing for all items on this agenda. H. BOARD & COMMITTEE APPOINTMENTS: (NONE) I. EXPLANATION OF COUNCIL ACTION: For administrative convenience, certain of the agenda items are listed as motions, resolutions, or ordinances. If deemed appropriate, the City Council will use a different method of adoption from the one listed; may finally pass an ordinance by adopting it as an emergency measure rather than a two reading ordinance; or may modify the action specified. J. MOTION TO RECONSIDER: (ITEM 2) If the motion to reconsider passes by the required two-thirds vote, then the reconsidered item shall be voted at the same meeting. 2. 24-0308 Motion to reconsider the appointment of the chairman of Reinvestment Zone No. 3 (Downtown) Board Sponsors: City Secretary's Office K. CONSENT AGENDA: (ITEMS 3- 13) NOTICE TO THE PUBLIC: The following items are consent motions, resolutions, and ordinances of a routine or administrative nature. The Council has been furnished with background and support material on each item, and/or it has been discussed at a previous meeting. All items will be acted upon by one vote without being discussed separately unless requested by a Council Member or a citizen, in which event the item or items will immediately be withdrawn for individual consideration in its normal sequence after the items not requiring separate discussion have been acted upon. The remaining items will be adopted by one vote. 3. 24-0306 Approval of the February 13, 2024 Regular Meeting Minutes. Consent - Second Reading Ordinances 4. 24-0150 Ordinance annexing approximately 82.40 acres of land into the territorial limits of the City of Corpus Christi located at the northwest corner of FM 43/Weber Road and London Pirate Road (formerly County Road 33) per owner petition. City of Corpus Christi Page 2 Printed on 2/19/2024 City Council Meeting Agenda - Final -revised February 20, 2024 Sponsors: Planning and Community Development Department 5. 24-0300 Public hearing and ordinance approving a Service and Assessment Plan (SAP), approving a developer reimbursement agreement, and levying the assessments for improvements within Improvement Area #1 of the Whitecap Public Improvement District No. 1. Sponsors: Economic Development 6. 24-0209 Ordinance amending the Capital Improvement Program to add the Whitecap and Gypsy Bridges Scour Protection Project; appropriating $1,500,000.00 from the unreserved fund balance in the TIRZ #2 Fund; and amending the FY 2024 Operating and Capital Budgets. Sponsors: City Manager's Office and Engineering Services 7. 24-0129 Ordinance authorizing the City Manager to execute a five-year lease agreement with Driscoll Children's Hospital for hangar, office, storage, and parking space at Corpus Christi International Airport, with four one-year options to renew, in consideration of monthly lease payments of $4,164.48 in the first year and annual rate increases. Sponsors: Aviation Department Consent - Contracts and Procurement 8. 24-0158 Motion authorizing the purchase of 100 additional body -worn cameras and related equipment from Turn -Key Mobile, of Jefferson City, Missouri, through the Texas Department of Information Resources, for the Corpus Christi Police Department in an amount of $193,356.00, with funding from the Police Grants Fund and the Law Enforcement Trust Fund. Sponsors: Police Department 9. 23-2024 Motion authorizing Amendment #3 to the service agreement with NewGen Strategies and Solutions, LLC, for utility rate model development and consulting services for Corpus Christi Water in an additional amount of $204,040.00, and a potential total amount up to $712,310.00, with FY 2024 funding of $126,505.00 from the Water Fund and $77,535.00 from the Wastewater Fund. Sponsors: Corpus Christi Water and Finance & Procurement 10. 23-1371 Motion authorizing the purchase of a modular building from Mobile Modular Management Corporation, of Livermore, California, through the Sourcewell Cooperative, for $330,063.05, to meet short-term office requirements for Solid Waste Services, with FY 2024 funding from the General Fund. Sponsors: Solid Waste Operations and Finance & Procurement 11. 24-0194 Resolution authorizing the purchase of a mainline control stopping system, used to isolate pressurized gas mains in cases of emergency, from Groebner & Associates, Inc., of Rogers, Minnesota, in the amount City of Corpus Christi Page 3 Printed on 2/19/2024 City Council Meeting Agenda - Final -revised February 20, 2024 of $250,498.10 for the Gas Operations Department, with FY 2024 funding from the Gas Operations Fund. Sponsors: Gas Department and Finance & Procurement Consent - First Reading Ordinances 12. 24-0256 Ordinance authorizing an agreement between the Corpus Christi B Corporation and Elevate QOF LLC, for costs associated with FEMA AE Flood Zone requirements and exterior upgrades for Homewood Suites by Hilton at the corner of Chaparral Street and Lomax Street; appropriating $2,000,000.00 for a non -reimbursable grant from the Type B Economic Development Fund; and amending the budget. Sponsors: Economic Development 13. 24-0195 Ordinance amending Sections 2-312, 2-326, 2-340, 2-342, and 2-349 of the Code of Ordinances of the City of Corpus Christi, Texas to update definitions and language for clarity, duties of the Ethics Commission, disclosure of interests for contractors, and eliminate the use of short form annual reports. Sponsors: Legal Department L. RECESS FOR LUNCH The City Council will take a lunch break at approximately 1:30 p.m. M. PUBLIC HEARINGS: (ITEMS 14-16) The following items are public hearings and public hearings with first reading ordinances. Each item will be considered individually. 14. 24-0154 Zoning Case No. 0124-01, Jonathan Verduzco (District 2). Ordinance rezoning a property at or near 1563 South Nineteenth Street from the "RS -6" Single -Family 6 District to the "RS -TF" Two -Family District; Providing for a penalty not to exceed $2,000 and publication. (Planning Commission and Staff recommend approval). Sponsors: Development Services 15. 24-0155 Zoning Case No. 0124-02, John Tompkins (District 4). Ordinance rezoning a property at or near 14762 Running Light Drive from the "RS-6/IO" Single -Family 6 District with the Island Overlay to the "RM-AT/IO" Multifamily Apartment Tourist District with the Island Overlay; Providing for a penalty not to exceed $2,000 and publication. (Planning Commission and Staff recommend approval). Sponsors: Development Services 16. 24-0156 Zoning Case No. 0124-03, Cenikor Foundation (District 1). Ordinance rezoning a property at or near 801 Cantwell Drive from the "CG -2" General Commercial District to the "IL" Light Industrial District; Providing for a penalty not to exceed $2,000 and publication. (Planning Commission and Staff recommend approval). City of Corpus Christi Page 4 Printed on 2/19/2024 City Council Meeting Agenda - Final -revised February 20, 2024 Sponsors: Development Services N. BRIEFINGS: (ITEM 17) Briefing information will be provided to the City Council during the Council meeting. Briefings are for Council information only. No action will be taken and no public comment will be solicited. The City Manager or City Council Liaison for any city board, commission, committee or corporation (including Type A or B Corporation) may report on the action(s) or discussion(s) of any such body's public meeting that occurred within one month prior to this City Council meeting. 17. 24-0049 Corpus Christi Regional Economic Development Corporation (CCREDC) Fourth Quarter Update Sponsors: Economic Development O. EXECUTIVE SESSION: (ITEM 18-19) PUBLIC NOTICE is given that the City Council may elect to go into executive session at any time during the meeting in order to discuss any matters listed on the agenda, when authorized by the provisions of the Open Meeting Act, Chapter 551 of the Texas Government Code, and that the City Council specifically expects to go into executive session on the following matters. If the Council elects to go into executive session regarding an agenda item, the section or sections of the Open Meetings Act authorizing the executive session will be publicly announced by the presiding officer. The City Council may deliberate and take action in open session on any issue that may be discussed in executive session. The description of an item in "Executive Sessions" constitutes the written interpretation by the City Attorney of Chapter 551 of the Texas Government Code and his determination that said item may be legally discussed in Closed Meeting in compliance with Chapter 551 the Texas Government Code. 18. 24-0283 Executive session pursuant to Texas Government Code § 551.071 and Texas Disciplinary Rules of Professional Conduct Rule 1.05 to consult with attorneys concerning legal issues related to proposals the provision of groundwater from the Evangeline Aquifer and/or surface water, desalination, legal restrictions on & permits required for the provision of water (including groundwater), regulations of groundwater conservation district(s), TCEQ & EPA regulations related to water, state restrictions on rates and charges for utilities, other statutory restrictions on the issuance of debt and municipal contracting and potential contracting of consultants to assist in matters related to water/groundwater proposals 19. 24-0279 Executive session pursuant to Texas Government Code § 551.071 and Texas Disciplinary Rules of Professional Conduct Rule 1.05 to consult with attorneys concerning industries, infrastructure, utilities, and property in the City's extraterritorial jurisdiction, services thereto, industrial district agreements, and Chapters 42, 43 and 212 of the Texas Local Government Code and Texas Government Code § 551.087 to discuss and deliberate regarding potential financial or other incentive(s) to business prospects(s) that the governmental body seeks to have locate, stay, or expand in or near the territory of the City and with which the City will be conducting economic development negotiations City of Corpus Christi Page 5 Printed on 2/19/2024 City Council Meeting Agenda - Final -revised February 20, 2024 P. ADJOURNMENT City of Corpus Christi Page 6 Printed on 2/19/2024 CITY OF CORPUS CHRISTI WEBSITE REDESIGN MODERN WEB DESIGN' F,esh E Responsive C NJ REDESIGN TIMELINE CONTRACT WITH GHD COMMUNITY WEBSITE APPROVED RESEARCH INPUT SURVEY DESIGN 09/19/2023 City Council approved a contract with GHD Services. GHD works with Clty staff to initiate the collection of relevant infromation. Community input survey is active from 02/09 - 02/23. GoLive Design and web content created. Training of City staff takes place. Website launch scheduled for September 2024. COMMUNITY INPUT SURVEY Website Redesign SURVEY PFJ We need your input! SURVEY IS ACTIVE FROM FEBRUARY 9TH - FEBRUARY 23RD SCAN THE QR CODE TO TAKE THE SURVEY ENCUESTA DE Rediseno del Sitio Web iNecesitamos su opinion! escanea el codigo QR para realizar la encuesta QUESTIONS? CITY OF CORPUS CHRISTI WEBSITE REDESIGN City of Corpus Christi. WIC( If f MAYOR rottotv. 04,404) P.4). Ito. "lel' lits 4:444,44 '4.4a. 74449.4177 Moog 41=4141�►x1 361-4144191 'VW .c r;t yta giom REcJVi FEB 1 5 2024 CITY SECRETARY'S OFFICE! TO: Rebecca Huerta, City Secretary FROM: Paulette Guajardo, Mayor DATE: February 15, 2024 SUBJECT: Reconsideration of a Motion am writing to formally request a reconsideration of the motion pertaining to the board appointment for TIRZ #3, specifically the appointment of the Chairman that was voted on during our recent council meeting on February 13, 2024. I would like to respectfully urge you to add this reconsideration motion to the agenda for our next council meeting on February 20, 2024. Warm Regards, Paulette Gua ardo, ayor Mike Pusley, Council MembeAt- Large J City of Corpus Christi Meeting Minutes City Council 1201 Leopard Street Corpus Christi, TX 78401 cctexas.com Tuesday, February 13, 2024 11:30 Attrpus Christi Regional Transportation Authority, 602 N. Staples St., 2nd Floor Board Room (Rm. 210) Addendums may be added on Friday. A. Mayor Paulette Guajardo to call the meeting to order. Mayor Guajardo called the meeting to order at 11:35 a.m. B. Invocation to be given by Pastor Rob Bailey, Southside Community Church. Pastor Rob Bailey, Southside Community Church, gave the invocation. C. Pledge of Allegiance to the Flag of the United States and to the Texas Flag will be led by Celeste Garza, Senior at Moody High School. Celeste Garza, Senior at Moody High School, led the Pledge of Allegiance to the Flag of the United States of America and to the Texas Flag. D. City Secretary Rebecca L. Huerta to call the roll of the required Charter Officers. City Secretary Rebecca Huerta called the roll and verified that a quorum of the City Council and the required Charter Officers were present to conduct the meeting. Charter Officers: City Manager Peter Zanoni, City Attorney Miles Risley and City Secretary Rebecca Huerta Present: 9 - Mayor Paulette Guajardo,Council Member Roland Barrera,Council Member Gil Hernandez,Council Member Michael Hunter,Council Member Mike Pusley,Council Member Dan Suckley,Council Member Everett Roy,Council Member Jim Klein, and Council Member Sylvia Campos E. SECURITY BRIEFING Assistant City Secretary Stephanie Box provided a security briefing. F. CITY MANAGER'S COMMENTS / UPDATE ON CITY OPERATIONS: (ITEMS 1 - 3) 1. 24-0248 National Association for the Advancement of Colored People (NAACP) Overview and City Staff Recipients of President's Award - Presented by Jeremy Coleman, President of NAACP - Corpus Christi This Item was withdrawn. City of Corpus Christi Page 1 Printed on 2/16/2024 City Council Meeting Minutes February 13, 2024 2. 24-0255 March 5, 2024 Primary Election Overview City Manager Peter Zanoni provided a brief overview of the Primary Election on March 5. Early voting begins Tuesday, February 20 and ends Friday, March 1. A Council Member and City Manager Zanoni discussed the following topic: a request that city facilities be available for candidates to place signs. 3. 24-0219 FY 2024 First Quarter Budget Report City Manager Peter Zanoni presented information on the FY 2024 First Quarter Budget Report as follows: presentation overview; general fund revenues; general fund expenses; FY 2024 budget initiatives (all funds); HOT tax revenue; water fund revenues and expenses; wastewater revenues and expenses; Capital Improvement Program; first quarter summary; and next steps. Council Members, City Manager Zanoni and City Attorney Miles Risley discussed the following topics: the City's goal is to reduce the water fund expenses in the second quarter budget report; over 80 companies are under an Industrial District Agreement (IDA); the City is still in the negotiation process and budgeted IDA's based on values so it won't affect the revenues; the financial advisor will present to Council information on the City's debt levels compared to other Texas cities; and a request for staff to provide Council with monthly updates on capital projects. G. PUBLIC COMMENT Mayor Guajardo opened public comment. Kimberly Ballenger, 8205 Radial Court, asked for consideration for the appointment to the Ethics Commission. The following citizens spoke in opposition to the North Beach floodplain permits: Ron Graban, 202 Surfside Blvd., Carrie Meyer, 4401 Gulfbreeze Blvd., Barbara Welder, 202 Reef Ave., and Peter Meyer, 4401 Gulfbreeze Blvd. John Weber, 609 Naples St., expressed concern about desalination in the Bay. Rachel Caballero, 522 Hancock Ave., spoke in opposition to all desalination plants and ammonia plants. Mike Carlisle, 3749 Piedra Creek, invited all Council Members to attend the Texas Historical Marker Dedication at the USS Lexington on Saturday, February 17 at 11:00 a.m. Jumana Al abed, 6925 South Padre Island Dr., spoke about spending City tax dollars wisely and not sending money to Israel. City of Corpus Christi Page 2 Printed on 2/16/2024 City Council Meeting Minutes February 13, 2024 Lydia Ponce, CA, spoke about how desalination negatively impacts the ocean. The following citizens submitted a written public comment which is attached to the minutes: Richard & Marilyn Gloetzner, 2919 Waldron Rd. H. BOARD & COMMITTEE APPOINTMENTS: (ITEM 4) 4. 24-0225 Committee for Persons with Disabilities (5 vacancies) Ethics Commission (1 vacancy) Parks and Recreation Advisory Committee (1 vacancy) Reinvestment Zone No. 3 (Downtown) Board (4 vacancies) Senior Corps Advisory Committee (3 vacancies) Mayor Guajardo referred to Item 4. Committee for Persons with Disabilities: Reappointed: Susan Depoliti Tower and Imelda M. Trevino Appointed: Sonya M. Durrwachter, Michelle Jones, and Aliza Long Ethics Commission: Appointed: Kimberly K. Ballenger Parks and Recreation Advisory Committee: Appointed: Jose De La Paz Reinvestment Zone No. 3 (Downtown) Board: Reappointed: Council Members Sylvia Campos, Michael Hunter, and Mike Pusley Reappointed: James Sedwick (DMD representative) Appointed: Chairman Everett Roy Senior Corps Advisory Committee: Reappointed: Stephanie M. Brown (SCP Volunteer Station), Joann Cantu (RSVP Volunteer), and Allison C. Vela (At Large) I. EXPLANATION OF COUNCIL ACTION: J. CONSENT AGENDA: (ITEMS 5 - 21) Approval of the Consent Agenda Mayor Guajardo referred to the Consent Agenda. Items 6, 7, 8, 12, 18 and 19 were pulled for individual consideration. Council Member Klein moved to approve the consent agenda with the exception of Items 6, 7, 8, 12, 18 and 19, seconded by Council Member Suckley. The motion carried by the City of Corpus Christi Page 3 Printed on 2/16/2024 City Council Meeting Minutes February 13, 2024 following vote: Aye: 9 - Mayor Guajardo, Council Member Barrera, Council Member Hernandez, Council Member Hunter, Council Member Pusley, Council Member Suckley, Council Member Roy, Council Member Klein and Council Member Campos Abstained: 0 5. 24-0265 Approval of the January 30, 2024 Regular Meeting Minutes. The Minutes were approved on the consent agenda. Consent - Second Reading Ordinances 6. 24-0109 Ordinance abandoning, vacating, and closing 0.4132 acres of improved and unimproved public right-of-way identified as Mary Street, also known as Bluett Avenue, between 19th street and 20th street in support of the Lamar Elementary School site project to develop affordable housing for seniors. Mayor Guajardo referred to Item 6. A Council Member, City Manager Peter Zanoni, Director of Public Works Ernest De La Garza, and Assistant Director of Public Works Renee Couture discussed the following topics: the City did not receive any compensation for vacating this easement; and a concern that this project did not follow the City's standard practice. Council Member Hunter moved to approve the ordinance, seconded by Council Member Campos. This Ordinance was passed on second reading and approved with the following vote: Aye: 8 - Mayor Guajardo, Council Member Barrera, Council Member Hunter, Council Member Pusley, Council Member Suckley, Council Member Roy, Council Member Klein and Council Member Campos Nay: 1 - Council Member Hernandez Abstained: 0 Enactment No: 033292 7. 24-0122 Ordinance authorizing Real Property Exchange Agreement with the Port of Corpus Christi Authority and the conveyance and exchange of 1208 Peabody Avenue & 1622 Van Loan Avenue for 2011 Palm Drive & 2101 Van Loan Avenue and provide additional payment thereof in the amount of $3,000, located in Council District 1 with funding available from SWIFT Fund. Mayor Guajardo referred to Item 7. Council Member Campos pulled this Item to vote no. John Weber, 609 Naples St., spoke in opposition to this Item. City of Corpus Christi Page 4 Printed on 2/16/2024 City Council Meeting Minutes February 13, 2024 Council Member Suckley moved to approve the ordinance, seconded by Council Member Hunter. This Ordinance was passed on second reading and approved with the following vote: Aye: 7 - Mayor Guajardo, Council Member Barrera, Council Member Hernandez, Council Member Hunter, Council Member Pusley, Council Member Suckley and Council Member Roy Nay: 2 - Council Member Klein and Council Member Campos Abstained: 0 Enactment No: 033293 8. 24-0036 Zoning Case No. 1223-01, Thanksgiving Homes (District 2). Ordinance rezoning a property at or near 3029 Sabinas Street from the "RS-6/SP" Single -Family 6 District with a Special Permit to the "RS-TH" Townhouse District; Providing for a penalty not to exceed $2,000 and publication. (Planning Commission and Staff recommend approval). Mayor Guajardo referred to Item 8. Council Member Suckley pulled this Item to abstain. Council Member Hunter moved to approve the ordinance, seconded by Council Member Pusley. This Ordinance was passed on second reading and approved with the following vote: Aye: 8 - Mayor Guajardo, Council Member Barrera, Council Member Hernandez, Council Member Hunter, Council Member Pusley, Council Member Roy, Council Member Klein and Council Member Campos Abstained: 1 - Council Member Suckley Enactment No: 033294 Consent - Contracts and Procurement 9. 24-0112 Motion authorizing execution of a two-year service agreement with Dana Safety Supply, of Harlingen, Texas, through the Buyboard Cooperative, for installation of parts and equipment for 36 additional police vehicles in an amount up to $695,829.16, with FY 2024 funding of $128,002.49 from the Crime Control Fund, $430,765.06 from the Fleet Equipment Replacement Fund, and $137,061.61 from the General Fund. This Motion was passed on the consent agenda. Enactment No: M2024-013 10. 24-0192 Motion authorizing execution of a one-year supply agreement, with a one-year option, with Brenntag Southwest, Inc. of Lancaster, Texas, in an amount not to exceed $2,600,000.00, with a potential amount of $5,200,000.00 if the option is City of Corpus Christi Page 5 Printed on 2/16/2024 City Council Meeting Minutes February 13, 2024 exercised, for the purchase of liquid chlorine delivered by rail car, with FY 2024 funding of $1,700,000.00 from the Water Fund. This Motion was passed on the consent agenda. Enactment No: M2024-014 11. 23-2035 Resolution authorizing execution of a new master agreement and Amendment No. 1 with Environmental Systems Research Institute, Inc. (ESRI), of Redlands, California, for software licensing and support of the City's geographic information system (GIS) for a three-year, auto -renewable term in the amount of $750,000.00, with FY 2024 funding of $250,000.00 from the Information Technology Fund. This Resolution was passed on the consent agenda. Enactment No: 033295 12. 23-2041 Motion authorizing execution of Amendment #2 to the co-op agreement with Great South Texas Corp, dba Computer Solutions, to upgrade a Cisco network analytic software application for $52,358.40, with a revised total amount of $1,876,637.34, with FY 2024 funding of $26,179.20 from the Information Technology Fund. Mayor Guajardo referred to Item 12. Council Member Campos commended City Manager Zanoni for hiring a local company. Council Member Campos moved to approve the motion, seconded by Council Member Hunter. This Motion was passed and approved with the following vote: Aye: 9 - Mayor Guajardo, Council Member Barrera, Council Member Hernandez, Council Member Hunter, Council Member Pusley, Council Member Suckley, Council Member Roy, Council Member Klein and Council Member Campos Abstained: 0 Enactment No: M2024-015 Consent - Capital Projects 13. 24-0004 Motion authorizing a professional services contract with Plummer Associates, Inc., Corpus Christi, to provide design, bid, and construction phase services for Waldron Lift Station Force Main Replacement in an amount not to exceed $428,585.00, located in Council District 4, with FY 2024 funding available from Wastewater Capital Fund. This Motion was passed on the consent agenda. Enactment No: M2024-016 14. 24-0202 Motion authorizing a professional services contract with Turner Ramirez City of Corpus Christi Page 6 Printed on 2/16/2024 City Council Meeting Minutes February 13, 2024 Architects, Corpus Christi, Texas, in an amount not to exceed $269,742.00 for the design of a new Allison WWTP Operation & Control Center located in Council District 1 with FY 2024 funding available from Revenue Bonds. This Motion was passed on the consent agenda. Enactment No: M2024-017 15. 24-0203 Motion authorizing a professional services contract with Turner Ramirez Architects, Corpus Christi, Texas, for the design of a new Whitecap Wastewater Treatment Plant (WWTP) Operation & Control Center located in Council District 4, in an amount not to exceed $290,752.00, with FY 2024 funding available from Revenue Bonds. This Motion was passed on the consent agenda. Enactment No: M2024-018 16. 24-0216 Motion awarding a construction contract to Mako Contracting LLC, Corpus Christi, Texas, in an amount not to exceed $1,000,000.00 with the option to renew for one additional year to be administratively authorized for a total amount not to exceed $2,000,000.00 for the Concrete Street Improvements IDIQ program at various locations, as planned in the Infrastructure Management Plan, located city-wide, with FY 2024 funding of $815,490.00 available through Street Fund, Storm Water, Wastewater, and Water Capital Funds. This Motion was passed on the consent agenda. Enactment No: M2024-019 17. 24-0101 Motion awarding a construction contract to NorthStar Elite Construction & Consulting, LLC., Spring Branch, TX, for the Neyland Library Improvements project in an amount of $560,504.00 located in Council District 2 with FY 2024 funding available from the Certificates of Obligation funds. This Motion was passed on the consent agenda. Enactment No: M2024-020 General Consent Items 18. 24-0241 Resolution in support of the proposed 9% Low-income Housing Tax Credits for an up to 81 -unit affordable housing project known as Palms at Morris at 2212 Morris Street to be developed by TG 110 Palms at Morris, LP. Mayor Guajardo referred to Items 18 and 19. Council Members, City Manager Peter Zanoni, Director of Planning and Community Development Dan McGinn, and Assistant Director of Planning and Community Development Jennifer Buxton discussed the following topics: how affordable housing projects were promoted to developers and selected by the city; many cities provide grant City of Corpus Christi Page 7 Printed on 2/16/2024 City Council Meeting Minutes February 13, 2024 awards to assist with construction costs, but Prospera agreed to take out a loan and reimburse the City; a suggestion that the City charge a fair interest rate for affordable housing projects; and a request for a break down of bid tabulations. Council Member Hunter moved to approve the resolution, seconded by Council Member Pusley. This Resolution was passed and approved with the following vote: Aye: 8 - Mayor Guajardo, Council Member Barrera, Council Member Hunter, Council Member Pusley, Council Member Suckley, Council Member Roy, Council Member Klein and Council Member Campos Nay: 1 - Council Member Hernandez Abstained: 0 Enactment No: 033296 19. 24-0242 Resolution in support of the proposed 9% Low-income Housing Tax Credits for an up to 81 -unit affordable housing project known as Palms at Williams at 7031 Williams Drive to be developed by TG 110 Palms at Williams, LP. See Item 18. Aye: 8 - Mayor Guajardo, Council Member Barrera, Council Member Hunter, Council Member Pusley, Council Member Suckley, Council Member Roy, Council Member Klein and Council Member Campos Nay: 1 - Council Member Hernandez Abstained: 0 Enactment No: 033297 20. 23-1189 Resolution authorizing park improvement agreement for London Towne Subdivision with Braselton Development Company, Ltd for public park improvements in lieu of the park development fees. This Resolution was passed on the consent agenda. Enactment No: 033298 Consent - First Reading Ordinances 21. 24-0129 Ordinance authorizing the City Manager to execute a five-year lease agreement with Driscoll Children's Hospital for hangar, office, storage, and parking space at Corpus Christi International Airport, with four one-year options to renew, in consideration of monthly lease payments of $4,164.48 in the first year and annual rate increases. This Ordinance was passed on first reading on the consent agenda. K. RECESS FOR LUNCH Mayor Guajardo recessed the Council meeting for lunch at 1:40 p.m. Executive Session City of Corpus Christi Page 8 Printed on 2/16/2024 City Council Meeting Minutes February 13, 2024 Items 27 and 28 were held during the lunch recess. Mayor Guajardo reconvened the meeting at 3:31 p.m. L. PUBLIC HEARINGS: (ITEMS 22 - 23) 22. 24-0150 Ordinance annexing approximately 82.40 acres of land into the territorial limits of the City of Corpus Christi located at the northwest corner of FM 43/Weber Road and London Pirate Road (formerly County Road 33) per owner petition. Mayor Guajardo referred to Item 22. Council Members, Director of Planning & Community Development Dan McGinn, and Dr. Whitis discussed the following topics: the requested annexation includes the entire London ISD campus, as well as the athletic fields; and currently there are 15 active subdivisions in the London area. Mayor Guajardo opened the public hearing. Superintendent of London Independent School District (ISD) Dr. Judi Whitis gave a brief overview about the growth in the London area. Mayor Guajardo closed the public hearing. Council Member Barrera moved to approve the ordinance, seconded by Council Member Hernandez. This Ordinance was passed on first reading and approved with the following vote: Aye: 8 - Mayor Guajardo, Council Member Barrera, Council Member Hernandez, Council Member Hunter, Council Member Pusley, Council Member Suckley, Council Member Roy and Council Member Campos Nay: 1 - Council Member Klein Abstained: 0 23. 24-0300 Public hearing and ordinance approving a Service and Assessment Plan (SAP), approving a developer reimbursement agreement, and levying the assessments for improvements within Improvement Area #1 of the Whitecap Public Improvement District No. 1. Mayor Guajardo referred to Item 23. Mayor Guajardo opened the public hearing. There were no comments from the Council or the public. Mayor Guajardo closed the public hearing. Council Member Hunter moved to approve the ordinance, seconded by Council Member City of Corpus Christi Page 9 Printed on 2/16/2024 City Council Meeting Minutes February 13, 2024 Hernandez. This Ordinance was passed on first reading and approved with the following vote: Aye: 9 - Mayor Guajardo, Council Member Barrera, Council Member Hernandez, Council Member Hunter, Council Member Pusley, Council Member Suckley, Council Member Roy, Council Member Klein and Council Member Campos Abstained: 0 M. INDIVIDUAL CONSIDERATION ITEMS: (ITEMS 24 - 25) 24. 23-1919 Ordinance amending the Corpus Christi Code to amend Chapter 49 Streets and Sidewalks and Chapter 53 Traffic regarding requirements for performing work in the public right of way and placement of utilities; providing for properly restoring street surfaces that have been cut for utilities or other tie-ins and providing for penalty; providing for publication. Mayor Guajardo referred to Item 24. Director of Public Works Ernest De La Garza presented information on the following topics: recap; history; ordinance goals; reduce street infrastructure damage; establish driveway permit requirement; ensure conformance to City standards; update and specify restoration requirements; street restoration requirements; driveway/sidewalk requirements; and staff recommendations. A Council Member and Director De La Garza discussed the following topics: to ensure that ADA requirements are met for new residential driveways; and brick pavers on sidewalks must meet city standards. Mayor Guajardo opened public comment. There were no comments from the public. Mayor Guajardo closed public comment. Council Member Hernandez moved to amend the ordinance to accept staff's recommendations, seconded by Council Member Suckley and passed unanimously. Council Member Hernandez moved to approve the ordinance as amended, seconded by Council Member Campos. This Ordinance was passed on second reading as amended and approved with the following vote: Aye: 9 - Mayor Guajardo, Council Member Barrera, Council Member Hernandez, Council Member Hunter, Council Member Pusley, Council Member Suckley, Council Member Roy, Council Member Klein and Council Member Campos Abstained: 0 Enactment No: 033299 City of Corpus Christi Page 10 Printed on 2/16/2024 City Council Meeting Minutes February 13, 2024 25. 24-0209 Ordinance amending the Capital Improvement Program to add the Whitecap and Gypsy Bridges Scour Protection Project; appropriating $1,500,000.00 from the unreserved fund balance in the TIRZ #2 Fund; and amending the FY 2024 Operating and Capital Budgets. Mayor Guajardo referred to Item 25. Mayor Guajardo opened public comment. There were no comments from the Council or the public. Mayor Guajardo closed public comment. Council Member Suckley moved to approve the ordinance, seconded by Council Member Campos. This Ordinance was passed on first reading and approved with the following vote: Aye: 9 - Mayor Guajardo, Council Member Barrera, Council Member Hernandez, Council Member Hunter, Council Member Pusley, Council Member Suckley, Council Member Roy, Council Member Klein and Council Member Campos Abstained: 0 N. BRIEFINGS:(ITEM 26) 26. 24-0218 Proposed Bond 2024 Program Briefing Mayor Guajardo referred to Item 26. Assistant City Manager Neiman Young presented information on the following topics: city bond background; guiding principles to be used in developing the program; rough proportionality (previous bonds); general obligation debt capacity; and key dates for Bond 2024. Council Members, City Manager Zanoni, and Assistant City Manager Young discussed the following topics: a request for more basketball courts and sidewalks. O. EXECUTIVE SESSION: (ITEMS 27 - 28) Mayor Guajardo referred to Executive Session Items 27 and 28. The Council went into Executive Session at 1:40 p.m. The Council returned from Executive Session at 3:31 p.m. 27. 24-0278 Executive session pursuant to Texas Government Code § 551.071 and Texas Disciplinary Rules of Professional Conduct Rule 1.05 to consult with attorneys concerning legal issues related to Corpus Christi Unified Development Code Article 3 (Development Review Procedures) and potential waiver thereof, Sections 8.5.1 through 8.5.2.H. (Trust Funds), master plans related to water and City of Corpus Christi Page 11 Printed on 2/16/2024 City Council Meeting Minutes February 13, 2024 sewer infrastructure and other potential improvements to real property, impact fees and Chapter 395 of the Texas Local Government Code, vested rights, Texas and federal law related to exactions and takings, the potential repeal of Ordinance 033246 approved on December 12, 2023 titled "One -reading ordinance authorizing a Water Arterial Transmission and Grid Main Construction and Reimbursement Agreement up to $1,486,159.43 with LM & JM Investments, LLC to construct a 12 -inch water arterial transmission grid main line for the proposed development located off CR 22 and CR 49, also known as London Ranch Estates Subdivision; and authorizing future transfer and appropriation of Water and Wastewater Trust Fund revenue up to $1,486,159.43 to reimburse the developer in accordance with the agreement.", and the potential waiver of UDC Sections 8.5.1.C. and 8.5.2.E. and other UDC and applicable Code provisions, conditioned on alternate consideration requirements to be specified in the waiver ordinance. The following Ordinance was considered: One -reading ordinance waiving Unified Development Code ("UDC") § 3.2, §8.5.1.0 and UDC §8.5.2.E to allow LM & JM Investments, LLC to be eligible for an arterial transmission and grid mains construction and reimbursement agreement after the start of construction of Water Arterial Transmission & Grid Main related to London Ranch Estates Subdivision so long as such construction is not completed prior to execution of such agreement, to allow MPM Development, LP to be eligible for a Wastewater Trunk System Construction and Reimbursement agreement after the start of construction of Wastewater Trunk line related to Haven Road Subdivision so long as such construction is not completed prior to execution of such agreement, to allow Saratoga 400 Partners, LLC to be eligible for a Wastewater Trunk System Construction and Reimbursement agreement after the start of construction of Wastewater Trunk line related to Saratoga Ridge Subdivision so long as such construction is not completed prior to execution of such agreement; and repealing Ordinance 033246 approved on December 12, 2023. Council Member Hernandez moved to approve the ordinance, seconded by Council Member Suckley. This Ordinance was passed and approved with the following vote: Aye: 9 - Mayor Guajardo, Council Member Barrera, Council Member Hernandez, Council Member Hunter, Council Member Pusley, Council Member Suckley, Council Member Roy, Council Member Klein and Council Member Campos Abstained: 0 Enactment No: 033300 28. 24-0166 Executive session pursuant to Texas Government Code § 551.071 and Texas Disciplinary Rules of Professional Conduct Rule 1.05 to consult with attorneys concerning industries, infrastructure, utilities, and property in the City's extraterritorial jurisdiction, services thereto, industrial district agreements, and Chapters 42, 43 and 212 of the Texas Local Government Code and Texas Government Code § 551.087 to discuss and deliberate regarding potential City of Corpus Christi Page 12 Printed on 2/16/2024 City Council Meeting Minutes February 13, 2024 financial or other incentive(s) to business prospects(s) that the governmental body seeks to have locate, stay, or expand in or near the territory of the City and with which the City will be conducting economic development negotiations This E -Session Item was discussed in executive session. P. ADJOURNMENT There being no further business, Mayor Guajardo adjourned this meeting at 4:02 p.m. City of Corpus Christi Page 13 Printed on 2/16/2024 From: Sarah Brunkenhoefer To: Sarah Brunkenhoefer Subject: FW: Written Public Comment 2/13 Date: Thursday, February 15, 2024 9:23:11 AM From: Jotform <noreplyPjotform.com> Sent: Thursday, February 8, 2024 2:03 PM To: CitySecretary <CitySecretary(cctexas.com>; Norma Duran <NormaD2( cctexas.com> Subject: Public Input: 02-09-2024 - Richard & Marilyn Gloetzner [ [ WARNING: External e-mail. Avoid clicking on links or attachments. We will NEVER ask for a password, username, payment or to take action from an email. When in doubt, please forward to SecurityAlert@cctexas.com. ] ] Public Comment & Input Form Date of Meeting 02-09-2024 Name Richard & Marilyn Gloetzner Address Street Address: 2919 Waldron Rd Street Address Line 2: Trlr 30 City: Corpus Christi State / Province: TX Postal / Zip Code: 78418 Topic Desalination Agenda Item Number unknown Describe Feedback: We would like to express our concern for our Bay and our way of life that may be adversely affected by proposed Desalination plants. The adverse affects would be by higher water costs and damage to our fishing and tourism industry. In Carlsbad, California, their water rates tripled after they built a Desal plant there. In regards to the Bay, we think that a pipeline which would empty out into the Gulf, rather than the Bay may not be as damaging to the Aquatic life. Provide an email to receive We have not heard of any study results and feel there is a need for more information and transparency for our citizens! gloetznersPjuno.com a copy of your submission. AGENDA MEMORANDUM Public Hearing, First Reading for the City Council Meeting of February 13, 2024 Second Reading for the City Council Meeting of February 20, 2024 DATE: January 12, 2024 TO: Peter Zanoni, City Manager FROM: Daniel McGinn, AICP, Director of Planning and Community Development Dan ielMc@cctexas.com (361) 826-7011 London ISD Property Annexation: FM 43/Weber Road at London Pirate Road CAPTION: Ordinance annexing approximately 82.40 acres of land into the territorial limits of the City of Corpus Christi located at the northwest corner of FM 43/Weber Road and London Pirate Road (formerly County Road 33) per owner petition. SUMMARY: The London Independent School District has petitioned the City to annex its property used as a public education facility. This tract is currently contiguous with the city limit line to the north and east, which allows the petition for annexation to proceed to Council for consideration. Staff recommend approval of the annexation. BACKGROUND AND FINDINGS: City water service was made available to the London area several decades ago, however, the potential for wastewater capacity did not become available until 2020 with the beginning of urban residential development of land north and east of the school property. The availability and capacity of wastewater service in the vicinity of the school allow for sustainable and expanded use of the property to meet area demand. The subject property is currently used as a grades Kindergarten through 12th -grade public school facility. The owner plans an expansion of those existing facilities as the growing student population growth requires. Currently, there are 1,740 K-12 students enrolled in the District, and their latest forecast anticipates enrollment of 2,435 students by 2027-28 and 3,300 students by 2032-33. City Services to Subject Property A Municipal Service Plan outlines how the City will provide services to this newly annexed area and the City Manager is authorized by the City Charter to execute the agreement. The subject property is located within the City of Corpus Christi's Certificate of Convenience and Necessity (CCN) for water service, i.e. water jurisdiction, and will continue to receive City water utility service and intends to tie on to the City wastewater system. The proposed public school use does not reach a threshold at which additional City Police substations, Fire stations, City Library, Health, Animal Control, or Parks and Recreation services are needed. ALTERNATIVES: No alternatives to annexation were considered. FISCAL IMPACT: Once annexed, the property will not generate ad valorem tax revenues due to the exemption permitted for public schools by the State of Texas. Funding Detail: No funds are being encumbered with this action. RECOMMENDATION: Staff recommend approval of the annexation. LIST OF SUPPORTING DOCUMENTS: Ordinance with Exhibits (Service Plan, Property Description) Petition for Annexation (London Independent School District) Presentation Ordinance annexing approximately 82.40 acres of land into the territorial limits of the City of Corpus Christi located at the northwest corner of FM 43/Weber Road and London Pirate Road (formerly County Road 33) per owner petition. WHEREAS, Texas Local Government Code §43.003 and City Charter of the City of Corpus Christi, Texas, Article 1, Sec.1 authorizes the annexation of territory, subject to the laws of this state; WHEREAS, the London Independent School District petitioned the City requesting annexation; WHEREAS, an offer of a development agreement pursuant to Texas Local Government Code §43.016 has been made; WHEREAS, the City Council finds that Corpus Christi City Charter Article X, Sec 2 authorizes the City Manager to execute a Municipal Service Plan Agreement with the owners of land in the area for the provision of services in the area to be annexed, and the City negotiated and entered into the attached Exhibit C Municipal Service Plan Agreement with the owners of land in the area for the provision of services in the area to be annexed; WHEREAS, on February 13, 2024, a public hearing was held by the City Council, during City Council meeting in the City of Corpus Christi, following the publication of notice of the hearings in a newspaper of general circulation in the City of Corpus Christi, for the consideration of annexation proceedings for the defined lands and territory, during which all persons interested in the annexations were allowed to appear and be heard; WHEREAS, City Council finds that the territory now proposed to be annexed lies wholly within the extraterritorial jurisdiction of the City of Corpus Christi, is contiguous to the City of Corpus Christi, and constitutes lands and territories subject to annexation as provided by the City Charter of the City of Corpus Christi and the laws of the State of Texas; WHEREAS, City Council finds that it would be advantageous to the City and to its citizens and in the public interest to annex the lands and territory hereinafter described; WHEREAS, pursuant to the Corpus Christi Unified Development Code §4.1.5, all new territory annexed to the City has the initial zoning of "FR" Farm Rural District unless action is taken to amend the Zoning Map upon annexation; and WHEREAS, pursuant to Texas Local Government Code §42.021(e), an annexation commenced after January 1, 2023, does not expand the extraterritorial jurisdiction of a municipality unless contemporaneously with the annexation the owner or owners of the area that would be included in the municipality's extraterritorial jurisdiction as a result of the annexation request that the area be included in the municipality's extraterritorial jurisdiction. NOW, THEREFORE, BE IT ORDAINED BY THE CITY COUNCIL OF THE CITY OF 1 CORPUS CHRISTI, TEXAS, THAT: SECTION 1. The foregoing recitals are hereby found to be true and correct and are hereby adopted by the City Council and made a part hereof for all purposes as findings of fact. SECTION 2. An 82.40 -acre tract of land, more or less, described by metes and bounds in Exhibit A and sketch to accompany in Exhibit B, generally located at the northwest corner of FM 43/Weber Road and London Pirate Road (formerly County Road 33) south of Oso Creek, is annexed to, brought within the corporate limits, and made an integral part of the City of Corpus Christi. SECTION 3. The owners and inhabitants of the tracts or parcels of land annexed by this ordinance are entitled to all the rights, privileges, and burdens of other citizens and property owners of the City of Corpus Christi and are subject to and bound by the City Charter of the City of Corpus Christi, and the ordinances, resolutions, motions, laws, rules, and regulations of the City of Corpus Christi and to all intents and purposes as the present owners and inhabitants of the City of Corpus Christi are subject. SECTION 4. The official map and boundaries of the City and its extraterritorial jurisdiction, previously adopted and amended, are amended to include the territories described in this ordinance as part of the City of Corpus Christi, Texas. SECTION 5. That the City Manager or his designee is directed and authorized to perform or cause to be performed all acts necessary to correct the official map of the City and its extraterritorial jurisdiction to add the territory annexed as required by law. SECTION 6. If for any reason any section, paragraph, subdivision, clause, phrase, word, or provision of the ordinance shall be held invalid or unconstitutional by the final judgment of a court of competent jurisdiction, it shall not affect any other section, paragraph, subdivision, clause, phrase, word or provision of this ordinance for it is the definite intent of this City Council that every section, paragraph, subdivision, clause, phrase, word or provision hereof be given full force and effect for its purpose. SECTION 7. The City Secretary is hereby directed to file with the County Clerk of Nueces County, Texas, a certified copy of this ordinance. SECTION 8. This ordinance is effective upon passage on the second reading. Introduced and voted on the day of , 2024. PASSED and APPROVED on the day of , 2024. ATTEST: Paulette Guajardo, Mayor Rebecca Huerta, City Secretary 2 URBAN •-■ftwilmo■• ENGINEERING v6"" Exhibit A 82.40 Acre Annexation Tract STATE OF TEXAS COUNTY OF NUECES Job No. 42900.C3.02 November 1, 2023 Revised: November 6, 2023 Fieldnotes, for an 82.40 Acre, Annexation Tract, situated in the Cuadrilla Irrigation Company Survey No. 135, Abstract 581, and the L&G.N.R.R. Survey No. 140, Abstract 612, as shown on the map of the Laureles Farm Tract, a map of which is recorded in Volume 3, Page 15, Map Records of Nueces County, Texas, and comprising all of Lot 1, London School Tracts, a map of which is recorded in Volume 67, Page 179, said Map Records, all of Lot 2, London School Tracts, a map of which is recorded in Volume 67, Page 180, said Map Records, all of Lot 3, London School Tracts, a map of which is recorded in Volume 67, Page 578, said Map Records; all of a 20.00 Acre Tract described in a Special Warranty Gift Deed from Sheilah Ruth London to London Independent School District, recorded in Document No. 2005027456, said Official Public Records; all of a 25.00 Acre Tract described in a Warranty Deed from The South Texas Children's Home to London Independent School District, recorded in Document No. 2008018783, said Official Public Records; the remainder of a 27.50 Acre Tract described in a Warranty Deed from The South Texas Children's Home to London Independent School District, recorded in Document No. 2003067159, Official Public Records of Nueces County, Texas; the remainder of a 5.00 Acre Tract described in a Warranty Deed from The South Texas Children's Home to London Independent School District, recorded in Document No. 2003067159, said Official Public Records; the remainder of a 4.00 Acre Tract described in a Deed from W.T. Petty to the County School Trustees of Nueces County, State of Texas, recorded in Volume 112, Page 392, Deed Records of Nueces County, Texas; the remainder of a 1.994 Acre Tract of Land described in a Warranty Deed with Vendor's Lien from Betty Jean London, Billy Ray London, Jr., Thomas Leslie London, Laureen M. London, Dellana Morrine London Cook, Larry B. Cook, Nora London Covington and Joseph Covington to London Independent School District, recorded in Volume 2170, Page 841, said Deed Records; and the remainder of a 1.00 Acre described in a Deed from J.A. Hill and W.T. Petty to W.F. Timon, County Judge of Nueces County, Texas, for use and benefit of Common School District Np. 35, in Nueces County, recorded in Volume 71, Page 550, said Deed Records; the said 82.40 Acre Tract being more fully described as follows: Beginning, at 5/8 Inch Iron Rod Found, on the North Right -of -Way Line of Farm to Market Road 43, the apparent West Right -of -Way of London Pirate Road (County Road 33), a public roadway; Thence, South 89°10'38" West, with the said North Right -of -Way Line, 476.67 Feet, for a corner of this Tract, from Whence, a TxDot Monument Found, bears South 00°46'26" East, 0.75 Feet; Thence, North 00°46'26" East, at 6.21 Feet, pass a Drill Hole Found, in all 16.36 Feet, to the Southeast corner of the said Lot 1, London School Tracts, for an inner ell comer of this Tract; Thence, South 89°10'38" West, with the said North Right -of -Way Line, the South boundary line of the said London School Tracts, Lots 1, 2 and 3, at 721.49 Feet, pass a 5/8 Inch Iron Rod with plastic cap stamped "BASS AND WELSH" Found, for the common South comer of the said Lots 2 and 3, in all 1222.88 Feet, to the Southeast corner of a 1.29 Acre Tract of Land out of the said Cuadrilla Irrigation Company Survey No. 135, Abstract 581, described in a Warranty Deed with Vendor's Lien, from The South Texas Children's Home to Almarosa Castillo, recorded in Document No. 2002017337, said Official Public Records, being the Southwest corner of the said Lot 3, London School Tracts and this Tract, from Whence, a 5/8 Inch Iron Rod with plastic cap stamped "5435" Found, bears South 00°48'31" East, 16.36 Feet; Thence, North 00°48'31" West, with the common boundary line of the said Lot 3 and the said 1.29 Acre Tract, 296.02 Feet, to a 5/8 Inch Iron Rod with plastic cap stamped "5435" Found, for a common comer of the said 1.29 Acre Tract with the said Lot 3 and this Tract; Thence, North 89°02'39" East, 111.09 Feet, to a common corner of the said 1.29 Acre Tract, the said Lot 3 and this Tract, from Whence, a 5/8 Inch Iron Rod Found, bears North 89°02'39" East, 0.22 Feet; 2725 Swantner Dr., Corpus Christi, TX 78404 1 361.854.3101 1 TBPELS E-145 S-10032400 1 urbaneng.com Thence, North 00°52'30" West, with a Northwest boundary line of the said Lot 3, a Southeast boundary line of the said 1.29 Acre Tract, a Northwest boundary line of the said 25.00 Acre Tract and a Southeast boundary line of Lot 1, Block 1, King's Landing Unit 1, a map of which is recorded in Volume 69, Pages 785-789, said Map Records, 1608.22 Feet, to a 5/8 Inch Iron Rod with plastic cap stamped "BASS AND WELSH" Found, on the South Right -of - Way Line of Lady Claudia Street, being an inner ell comer of the said King's Landing Unit 1, for the Northwest corner of the said 25.00 Acre Tract and this Tract; Thence, North 89°08'57" East, with a South boundary line of the said King's Landing Unit 1 and the said Lady Claudia Street, and the North boundary line of the said 25.00 Acre Tract, 1321.52 Feet, to the West boundary line of a 118.126 Acre Tract of Land, out of the Cuadrilla Irrigation Company Survey No. 135, Abstract 581, Survey No. 139, Abstract 577 and I&G.N.R.R. Survey No. 140, Abstract 612, described in a Correction Warranty Deed, from Sheilah London to Bill J. Brown, Reagan Travis Brown and Alyssa Ann Brown McCoy, recorded in Document No. 2015011169, said Official Public Records, being the a Southeast comer of the said King's Landing Unit 1, the Southeast corner of the said Lady Claudia Street, and the Northeast corner of the said 25.00 Acre Tract of Land described in Document No. 2008018783, said Official Public Records, for an outer ell corner of this Tract; Thence, South 01°00'19" East, with the common boundary line of the said 118.126 Acre Tract and the said 25.00 Acre Tract, 3.12 Feet, for an outer ell corner of this Tract; Thence, North 88°54'56" East, with the common boundary line of the said 118.126 Acre Tract and the said 20.00 Acre Tract, 1023.87 Feet, to the said apparent West Right -of -Way Line of London Pirate Road (County Road 33), for the Southeast comer of the said 118.126 Acre Tract, and for the Northeast corner of the said 20.00 Acre Tract and this Tract, from Whence, a 5/8 Inch Iron Rod Found, bears North 20°13'25" East, 0.48 Feet; Thence, South 20°13'25" West, with the common boundary of the said apparent West Right -of -Way Line and the said 20.00 Acre Tract, 1146.74 Feet, to a 5/8 Inch Iron Rod Found, being the Southeast corner of the said 20.00 Acre Tract, the Northeast corner of a 1.67 Acre Tract of Land, out of the said Cuadrilla Irrigation Company Survey No. 135, Abstract 581, and the said I.&G.N.R.R. Survey No. 140, Abstract 612, described in a Warranty Deed, from Robert Perez and wife, Sylvia B. Perez to Aaron and Ana Laura Gallegos, recorded in Document No. 2017040703, said Official Public Records, for a corner of this Tract; Thence, South 89°10'13" West, 608.83 Feet, to a 5/8 Inch Iron Rod Found, on the West boundary line of the said 27.50 Acre Tract, being the Southwest corner of the said 20.00 Acre Tract, being the Northwest corner of the said 1.67 Acre Tract, for an inner ell corner of this Tract; Thence, South 01°02'16" East, with the East boundary line of the said 27.50 Acre Tract and the said 5.00 Acre Tract, at 124.16 Feet, pass a 5/8 Inch Iron Rod Found, being the Northwest corner of a 1.66 Acre Tract of Land, out of the said Cuadrilla Irrigation Company Survey No. 135, Abstract 581, and the said I.&G.N.R.R. Survey No. 140, Abstract 612, described in a Warranty Deed, from Robert Perez and Sylvia B. Perez to Aaron Gallegos and Ana Laura Gallegos, recorded in Document No. 2013049419, said Official Public Records, in all 408.40 Feet, to a 1 Inch Iron Pipe Found, on the North boundary line of the said 4.00 Acre Tract, being a corner of the said 5.00 Acre Tract, the Southwest corner of a 1.66 Acre Tract of Land, out of the said Cuadrilla Irrigation Company Survey No. 135, Abstract 581, described in a Special Warranty Deed, from Sylvia Rodriguez Aguilar to Sylvia Rodriguez Aguilar and Jorge Aguilar, recorded in Document No. 2022053426, said Official Public Records, for an inner ell corner of this Tract; Thence, North 89°14'03" East, with the North boundary line of the said 4.00 Acre Tract, the North boundary line of the said 1.994 Acre Tract, and the South boundary line of the said 1.66 Acre Tract, 449.95 Feet, to a 3/4 Inch Iron Pipe Found, on the said apparent West Right -of -Way Line, for the Southeast corner of the said 1.66 Acre Tract of Land, the Northeast corner of the said 1.994 Acre Tract, and for a corner of this Tract; Thence, South 20°13'25" West, with the East boundary line of the said 1.994 Acre Tract of Land and the said apparent West Right -of -Way Line, 306.23 Feet, for a corner of this Tract; 2725 Swantner Dr., Corpus Christi, TX 78404 1 361.854.3101 1 TPELS E-145 TBPLS S-10032400 1 urbaneng.com Thence, South 24°58'28" West, over and across the said 1.00 Acre Tract, continuing with the said apparent West Right -of -Way Line, 175.59 Feet, to the Point of Beginning, containing 82.40 Acres (3,589,429 Sq. Ft.) of Land, more or less. Grid Bearings and Distances shown hereon are referenced to the Texas Coordinate System of 1983, Texas South Zone 4205, and are based on the North American Datum of 1983(2011) Epoch 2010.00. Unless this fieldnotes description, including preamble, seal and signature, appears in its entirety, in its original form, surveyor assumes no responsibility for its accuracy. Also referen anying sketch of tract described herein. URBAN ENGINEERING nan D. Lorents , .P.L.S. 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Mp0£.ZS.00N }88J}S O0JpU Apo Exhibit C MUNICIPAL SERVICE PLAN AGREEMENT FOR A 82.40 ACRE TRACT OF LAND, SITUATED IN THE CUADRILLA IRRIGATION COMPANY SURVEY NO. 135, ABSTRACT 581, AND THE I.& G.N.R.R. SURVEY NO. 140, ABSTRACT 612, AS SHOWN ON THE MAP OF THE LAURELES FARM TRACT, A MAP OF WHICH IS RECORDED IN VOLUME 3, PAGE 15, MAP RECORDS OF NUECES COUNTY, TEXAS This MUNICIPAL SERVICE PLAN AGREEMENT ("Agreement") is entered into by and between the City of Corpus Christi ("City"'), and London Independent School District ("Landowner"), both of which may be referred to herein singularly as "Party" or collectively as the "Parties." WHEREAS, the Landowner has requested that the City consider annexation of a tract of land totaling approximately 82.40 acres of land situated in Nueces County, Texas, as specifically described in Metes and Bounds attached as Exhibit A and sketch to accompany in Exhibit B ("Subject Property"), which is attached hereto and incorporated herein for all purposes; WHEREAS, the City intends to institute annexation proceedings for the "Subject Property; WHEREAS, Texas Local Government Code §43.0672 requires a written agreement for the provision of services in the area first be entered into between the City and Landowner of the Subject Property prior to annexation; WHEREAS, the City and the Landowner agree each will benefit from the City's development restrictions and zoning requirements, as well as other municipal services provided by the City which are good and valuable consideration for the Landowner to request annexation and for the Parties to enter into this Agreement for the City to provide the listed services upon annexation and in accordance with this Agreement; WHEREAS, the City Council of the City of Corpus Christi, Texas, finds and determines that this Agreement will not provide any fewer services or a lower level of services in the annexation area than were in existence in the annexation area at the time immediately preceding the annexation process. The service agreement will provide the annexed area with a level of service, infrastructure, and infrastructure maintenance that is comparable to the level of service, infrastructure, and infrastructure maintenance available in other parts of the municipality with topography, land use, and population density similar to those reasonably contemplated or projected in the area. WHEREAS, it is found that all statutory requirements have been satisfied and the City is authorized by Texas Local Government Code Chapter 43, to annex the Subject Property into the City; NOW, THEREFORE, in consideration of the mutual covenants contained herein, the Parties hereto agree as follows: Section 1. Recitals The Parties hereto acknowledge and agree that the foregoing recitals are hereby found to be true and correct and are hereby adopted by the Parties and made a part hereof for all purposes. Section 2. Services to be Provided The following service list represents the provision of services agreed to between the landowner of the Property and the City establishing a program under which the City will provide municipal services to the Subject Property as required by Texas Local Government Code §43.0672, which will be provided at a level consistent with services levels provided to other similarly situated areas within the City. a. General Municipal Services The following services shall be provided immediately from the effective date of the annexation: (1) Police Protection: Services to be Provided: The Corpus Christi Police Department (CCPD) will provide police protection. (2) Fire Protection: Services to be Provided: The Corpus Christi Fire Department will provide fire protection and suppression through its existing fire stations. (3) Emergency Medical Service: Services to be Provided: The Corpus Christi Fire Department will provide emergency medical services. (4) Solid Waste Collection: Services to be Provided: After the effective date of annexation, the City of Corpus Christi will provide solid waste services to single family residential customers directly or indirectly through a third -party contract. Commercial garbage collection service for businesses and multi -family residences is available on a subscription basis from private service providers. The City of Corpus Christi will allow commercial refuse collectors to continue providing this service to condominium complexes, multi -family apartments and commercial and industrial establishments. (5) Water Service: Existing Services: Currently, the City of Corpus Christi holds a water certificate of convenience and necessity ("CCN") for the annexation area. Services to be Provided: The City of Corpus Christi will continue to provide water service to the annexed area. In accordance with the applicable rules and regulations for the provision of water service, water service will be provided to the 2 Subject Property, or applicable portions thereof, by the utility holding a water CCN for the subject property or portions thereof (the "CCN holder") and, as applicable, the utility providing wholesale or retail water service to said CCN holder. Absent a water CCN, by the utility in whose jurisdiction the Subject Property, or portions thereof as applicable, is located, the extension of water service will be provided in accordance with all the ordinances, regulations, and policies of the City. (6) Wastewater Service: Existing Services: Currently, the annexation area lies outside a wastewater certificate of convenience and necessity ("CCN"). Services to be Provided: Absent a wastewater CCN by the utility in whose jurisdiction the subject property, or portions thereof as applicable, is located, the extension of wastewater service will be provided in accordance with all the ordinances, regulations, and policies of the City. When areas are not reasonably accessible to a public wastewater facility of sufficient capacity as determined by adopted City wastewater standards, individual aerobic system or individual wastewater treatment plant will be utilized in accordance with all the ordinances, regulations, and policies of the City. (7) Operation and Maintenance of Water and Wastewater Facilities that are not Within the Service Area of Another Water or Wastewater Utility: Water and wastewater service will be provided in accordance with the Corpus Christi Unified Development Code, Utility Department Policies, and engineering standards and provided the service is not within the certificated service area of another utility through existing facilities located within or adjacent to the area. Any and all water or wastewater facilities owned or maintained by the City of Corpus Christi, Texas, at the time of the proposed annexation shall continue to be maintained by the City of Corpus Christi, Texas. Any and all water or wastewater facilities that may be the property of another municipality or other entity shall not be maintained by the City of Corpus Christi unless the facilities are dedicated to and accepted by the City of Corpus Christi. The current water line mains at their existing locations shall be available for point -of -use extension based upon the current City's standard water extension policies now existing or as may be amended. On-site sewage facilities may be allowed contingent upon the property owner meeting all city, county, state and federal requirements. (8) Operation and Maintenance of Roads and Streets, including Street Lighting: The City will maintain public streets over which the City has jurisdiction. Roads, streets or alleyways which are dedicated to and accepted by the City of Corpus Christi, Texas, or which are owned by the City of Corpus Christi, Texas, shall be maintained to the same degree and extent that other roads, streets, and alleyways are maintained in the City. Lighting of public roads, streets, and alleyways shall be 3 maintained by the applicable utility company servicing the City unless the lighting facility has been dedicated to the public, in which case the City will be the operator. (9) Operation and Maintenance of Parks, Playgrounds and Swimming Pools: Currently, there are no public recreational facilities in the annexation area including parks, playgrounds, or swimming pools. Any park that may be under the responsibility of the County will be maintained by the City only upon the dedication of the park by the County to the City and acceptance of the park by the City Council. If the City acquires any parks, playgrounds, or swimming pools within the annexation area, an appropriate City department will provide maintenance services. (10) Operation and Maintenance of any other Publicly -Owned Facility, Building, or Service: Currently, there are no such other publicly owned facilities, buildings, or services identified. If the City acquires any publicly owned facilities, buildings, or services within the annexation area, an appropriate City department will provide maintenance services. (11) Planning and Zoning Services: Existing Services: Subdivision planning services are currently provided when plats are submitted for City review. Services to be Provided: The City will impose and enforce zoning, subdivision development, site development, and building code regulations with the Annexed Area upon the effective date of the annexation. Enforcement will be in accordance with City ordinances. Development plans and plats for projects within the Annexed Area will be reviewed for compliance with City standards. The use of land in a legal manner may continue in accordance with Texas Local Government Code §43.002. (12) Other Municipal Services: City recreational facilities, including parks and library, will be available for use by landowners or residents of the Annexed Area on the same basis as those facilities are available to current City landowners and residents. City residents receive program preference for some City programs. Excluding gas and electric services, other City services including Animal Control, Code Enforcement, Municipal Court, and General Administration services will also be available to landowners and residents in the Annexed Area on the same basis those facilities are available to current City landowners and residents. All other services contemplated herein will be available upon the effective date of annexation. b. Capital Improvements. No additional capital improvements are necessary at this time to service the Subject Property in the same manner as similarly situated properties. Upon development of the Subject Property or redevelopment, the Landowner will be responsible for the development costs the same as a developer in a similarly situated area under the 4 ordinances in effect at the time of development or redevelopment. Capital improvement acquisition or construction will occur in accordance with applicable ordinances and regulations and the adopted capital improvement plans of the City, as may be amended. (1) Water and Wastewater Facilities: Water and Wastewater infrastructure and improvements will be constructed by the Landowner or Landowner's developer according to the Corpus Christi Unified Development Code, City's Water and Wastewater standards, and City's master plans, as may be amended. (2) Roads and Streets: Road and street infrastructure and improvements will be constructed by the Landowner or Landowner's developer according to the Corpus Christi Unified Development Code, City's design standards, and City's master plans, as may be amended. In general, the City will acquire control of all public roads and public streets within the annexation area upon annexation. Future extensions of roads or streets and related facilities, such as traffic control devices, within the City limits will be governed by the City's standard policies and procedures. (3) Street Lighting: Street lighting in new and existing subdivisions will be installed and maintained in accordance with the applicable standard policies and procedures. Section 3. Schedule of Services In accordance with Texas Local Government Code § 43.0672(c), no other services are contemplated by this Agreement and a schedule for future services as contemplated by Texas Local Government Code § 43.0672(b) is not applicable as all services identified herein will be provided upon the effective date of annexation. Section 4. Level of Service Nothing in this Agreement shall require the City to provide a uniform level of full municipal services to each area of the City, including the annexed areas, if different characteristics of topography, land use, and population density are considered a sufficient basis for providing different levels of service. The City of Corpus Christi will provide services to the newly annexed area in a manner that is similar in type, kind, quantity, and quality of service presently enjoyed by the citizens of the City of Corpus Christi, Texas, who reside in areas of similar topography, land utilization and population density. Section 5. Vested Rights Claims This Agreement is not a permit for the purposes of Texas Local Government Code Chapter 245. Section 6. Effective Term 5 The term of this Agreement (the "Term") is ten (10) years from the Effective Date. This agreement is effective upon execution by the City. Section 7. Force Majeure In case of an emergency, such as force majeure as that term is defined in this Agreement, in which the City is forced to temporarily divert its personnel and resources away from the annexation area for humanitarian purposes or protection of the general public, the City obligates itself to take all reasonable measures to restore services to the annexation area of the level described in this Agreement as soon as possible. Force Majeure shall include, but not be limited to, acts of God, acts of the public enemy, war, blockages, insurrection, riots, epidemics, landslides, lightning, earthquakes, fires, storms, floods, washouts, droughts, tornadoes, hurricanes, arrest and restraint of government, explosions, collisions and other inability of the City, whether similar to those enumerated or otherwise, which is not within the control of the City. Unavailability or shortage of funds shall not constitute Force Majeure for purposes of this Agreement. Section 8. Legal Construction. If any provision in this Agreement is for any reason found to be unenforceable, to the extent the unenforceability does not destroy the basis of the bargain among the parties, the unenforceable provision will not affect any other provision hereof, and this Agreement will be construed as if the unenforceable provision had never been a part of the Agreement. Likewise, if the unenforceability of any provision of this Agreement defeats the primary purpose of this Agreement or destroys the basis of the bargain among the parties, this Agreement will be voidable at the election of either party. Whenever context requires, the singular will include the plural and neuter include the masculine or feminine gender, and vice versa. Headings on this Agreement are for reference only and are not intended to restrict or define the text of any section. This Agreement will not be construed more or less favorably between the Parties by reason of authorship or origin of language. Section 9. Amendment and Modifications. This Agreement may be amended or modified only in a written instrument that is executed by both the City and the landowner or landowners after it has been authorized by the City Council. Section 10. Effect of Future Laws. No subsequent change in the law regarding annexation shall affect the enforceability of this Agreement. Section 11. Venue and Applicable Law. Venue for this Agreement shall be in Nueces County, Texas. This Agreement shall be construed under and in accordance with the laws of the State of Texas. 6 Section 12. Counterparts. This Agreement may be executed in any number of counterparts with the same effect as if all signatory Parties had signed the same document. All counterparts will be construed together and will constitute one and the same instrument. Section 13. Entire Agreement This Agreement contains the entire agreement between the Parties relating to the rights herein granted and the obligations herein assumed and cannot be varied except by written agreement of the Parties. Any oral representation or modification concerning this instrument shall be of no force and effect except for any subsequent modification in writing, signed by the Party to be charged. Section 14. Binding Effect/Authority This agreement binds and inures to the benefit of the Parties and their respective heirs, successors, and permitted assigns. Each party further warrants that each signatory to this agreement is legally authorized to bind the respective individual or entity for the purpose established herein. CITY OF CORPUS CHRISTI LANDOWNER By: By: 4,, 2J Peter Zanon , ity Manager Judi itis, Superintendent City of Corpus Christi London ISD Date: 12g. ‘1141 APPROVED AS TO FORM: l - 6)_L4r By: 0.4/Cti Buck Brice Deputy City Attorney for the City Attorney Date: j %( 'C;C}t" 7 URBAN ENGINEERING Mai UN lima I Ira Exhibit A 82.40 Acre Annexation Tract STATE OF TEXAS COUNTY OF NUECES Job No. 42900.C3.02 November 1, 2023 Revised: November 6, 2023 Fieldnotes, for an 82.40 Acre, Annexation Tract, situated in the Cuadrilla Irrigation Company Survey No. 135, Abstract 581, and the L&G.N.R.R. Survey No. 140, Abstract 612, as shown on the map of the Laureles Farm Tract, a map of which is recorded in Volume 3, Page 15, Map Records of Nueces County, Texas, and comprising all of Lot 1, London School Tracts, a map of which is recorded in Volume 67, Page 179, said Map Records, all of Lot 2, London School Tracts, a map of which is recorded in Volume 67, Page 180, said Map Records, all of Lot 3, London School Tracts, a map of which is recorded in Volume 67, Page 578, said Map Records; all of a 20.00 Acre Tract described in a Special Warranty Gift Deed from Sheilah Ruth London to London Independent School District, recorded in Document No, 2005027456, said Official Public Records; all of a 25.00 Acre Tract described in a Warranty Deed from The South Texas Children's Home to London Independent School District, recorded in Document No. 2008018783, said Official Public Records; the remainder of a 27.50 Acre Tract described in a Warranty Deed from The South Texas Children's Home to London Independent School District, recorded in Document No. 2003067159, Official Public Records of Nueces County, Texas; the remainder of a 5.00 Acre Tract described in a Warranty Deed from The South Texas Children's Home to London Independent School District, recorded in Document No. 2003067159, said Official Public Records; the remainder of a 4.00 Acre Tract described in a Deed from W.T. Petty to the County School Trustees of Nueces County, State of Texas, recorded in Volume 112, Page 392, Deed Records of Nueces County, Texas; the remainder of a 1.994 Acre Tract of Land described in a Warranty Deed with Vendor's Lien from Betty Jean London, Billy Ray London, Jr., Thomas Leslie London, Laureen M. London, Dellana Morrine London Cook, Larry B. Cook, Nora London Covington and Joseph Covington to London Independent School District, recorded in Volume 2170, Page 841, said Deed Records; and the remainder of a 1.00 Acre described in a Deed from J.A. Hill and W.T. Petty to W.F. Timon, County Judge of Nueces County, Texas, for use and benefit of Common School District Np. 35, in Nueces County, recorded in Volume 71, Page 550, said Deed Records; the said 82.40 Acre Tract being more fully described as follows: Beginning, at 5/8 Inch Iron Rod Found, on the North Right -of -Way Line of Farm to Market Road 43, the apparent West Right -of -Way of London Pirate Road (County Road 33), a public roadway; Thence, South 89°10'38" West, with the said North Right -of -Way Line, 476.67 Feet, for a corner of this Tract, from Whence, a TxDot Monument Found, bears South 00°46'26" East, 0.75 Feet; Thence, North 00°46'26" East, at 6.21 Feet, pass a Drill Hole Found, in all 16.36 Feet, to the Southeast corner of the said Lot 1, London School Tracts, for an inner ell corner of this Tract; Thence, South 89°10'38" West, with the said North Right -of -Way Line, the South boundary line of the said London School Tracts, Lots 1, 2 and 3, at 721.49 Feet, pass a 518 Inch Iron Rod with plastic cap stamped "BASS AND WELSH" Found, for the common South corner of the said Lots 2 and 3, in all 1222.88 Feet, to the Southeast corner of a 1.29 Acre Tract of Land out of the said Cuadrilla Irrigation Company Survey No. 135, Abstract 581, described in a Warranty Deed with Vendor's Lien, from The South Texas Children's Home to Almarosa Castillo, recorded in Document No. 2002017337, said Official Public Records, being the Southwest corner of the said Lot 3, London School Tracts and this Tract, from Whence, a 5/8 Inch Iron Rod with plastic cap stamped "5435" Found, bears South 00°48'31" East, 16.36 Feet; Thence, North 00°48'31" West, with the common boundary line of the said Lot 3 and the said 1.29 Acre Tract, 296.02 Feet, to a 5/8 Inch Iron Rod with plastic cap stamped "5435" Found, for a common comer of the said 1.29 Acre Tract with the said Lot 3 and this Tract; Thence, North 89°02'39" East, 111.09 Feet, to a common corner of the said 1.29 Acre Tract, the said Lot 3 and this Tract, from Whence, a 5/8 Inch Iron Rod Found, bears North 89°02'39" East, 0.22 Feet; 2725 Swantner Dr., Corpus Christi, TX 78404 1 361.854.3101 1 TBPELS E-145 5-10032400 1 urbaneng.com Thence, North 00°52'30" West, with a Northwest boundary line of the said Lot 3, a Southeast boundary line of the said 1.29 Acre Tract, a Northwest boundary line of the said 25.00 Acre Tract and a Southeast boundary line of Lot 1, Block 1, King's Landing Unit 1, a map of which is recorded in Volume 69, Pages 785-789, said Map Records, 1608.22 Feet, to a 5/8 Inch Iron Rod with plastic cap stamped "BASS AND WELSH" Found, on the South Right -of - Way Line of Lady Claudia Street, being an inner ell corner of the said King's Landing Unit 1, for the Northwest corner of the said 25.00 Acre Tract and this Tract; Thence, North 89°08'57" East, with a South boundary line of the said King's Landing Unit 1 and the said Lady Claudia Street, and the North boundary line of the said 25.00 Acre Tract, 1321.52 Feet, to the West boundary line of a 118.126 Acre Tract of Land, out of the Cuadrilla Irrigation Company Survey No. 135, Abstract 581, Survey No, 139, Abstract 577 and I&G.N.R.R. Survey No. 140, Abstract 612, described in a Correction Warranty Deed, from Sheilah London to Bill J. Brown, Reagan Travis Brown and Alyssa Ann Brown McCoy, recorded in Document No. 2015011169, said Official Public Records, being the a Southeast comer of the said King's Landing Unit 1, the Southeast corner of the said Lady Claudia Street, and the Northeast corner of the said 25.00 Acre Tract of Land described in Document No. 2008018783, said Official Public Records, for an outer ell corner of this Tract; Thence, South 01°00' 19" East, with the common boundary line of the said 118.126 Acre Tract and the said 25.00 Acre Tract, 3.12 Feet, for an outer ell corner of this Tract; Thence, North 88°54'56" East, with the common boundary line of the said 118.126 Acre Tract and the said 20.00 Acre Tract, 1023.87 Feet, to the said apparent West Right -of -Way Line of London Pirate Road (County Road 33), for the Southeast corner of the said 118.126 Acre Tract, and for the Northeast corner of the said 20.00 Acre Tract and this Tract, from Whence, a 5/8 Inch Iron Rod Found, bears North 20°13'25" East, 0.48 Feet; Thence, South 20°13'25" West, with the common boundary of the said apparent West Right -of -Way Line and the said 20.00 Acre Tract, 1146.74 Feet, to a 5/8 Inch Iron Rod Found, being the Southeast comer of the said 20,00 Acre Tract, the Northeast corner of a 1.67 Acre Tract of Land, out of the said Cuadrilla Irrigation Company Survey No. 135, Abstract 581, and the said L&G.N.R.R. Survey No. 140, Abstract 612, described in a Warranty Deed, from Robert Perez and wife, Sylvia 13. Perez to Aaron and Ana Laura Gallegos, recorded in Document No. 2017040703, said Official Public Records, for a corner of this Tract; Thence, South 89°10' 13" West, 608.83 Feet, to a 5/8 Inch Iron Rod Found, on the West boundary line of the said 27.50 Acre Tract, being the Southwest corner of the said 20.00 Acre Tract, being the Northwest corner of the said 1.67 Acre Tract, for an inner ell corner of this Tract; Thence, South 01'02'16" East, with the East boundary line of the said 27.50 Acre Tract and the said 5.00 Acre Tract, at 124.16 Feet, pass a 5/8 Inch Iron Rod Found, being the Northwest corner of a 1.66 Acre Tract of Land, out of the said Cuadrilla Irrigation Company Survey No. 135, Abstract 581, and the said I.&G.N.R.R. Survey No. 140, Abstract 612, described in a Warranty Deed, from Robert Perez and Sylvia B. Perez to Aaron Gallegos and Ana Laura Gallegos, recorded in Document No. 2013049419, said Official Public Records, in all 408.40 Feet, to a 1 Inch Iron Pipe Found, on the North boundary line of the said 4.00 Acre Tract, being a corner of the said 5.00 Acre Tract, the Southwest corner of a 1.66 Acre Tract of Land, out of the said Cuadrilla Irrigation Company Survey No. 135, Abstract 581, described in a Special Warranty Deed, from Sylvia Rodriguez Aguilar to Sylvia Rodriguez Aguilar and Jorge Aguilar, recorded in Document No. 2022053426, said Official Public Records, for an inner ell comer of this Tract; Thence, North 89° 14'03" East, with the North boundary line of the said 4.00 Acre Tract, the North boundary line of the said 1.994 Acre Tract, and the South boundary line of the said 1.66 Acre Tract, 449.95 Feet, to a 3/4 Inch Iron Pipe Found, on the said apparent West Right -of -Way Line, for the Southeast corner of the said 1.66 Acre Tract of Land, the Northeast corner of the said 1.994 Acre Tract, and for a corner of this Tract; Thence, South 20°13'25" West, with the East boundary line of the said 1.994 Acre Tract of Land and the said apparent West Right -of -Way Line, 306.23 Feet, for a corner of this Tract; 2725 Swantner Dr., Corpus Christi, TX 78404 1 361.854.3101 1 TPELS E-145 TBPLS S-10032400 1 urbaneng.com Thence, South 24°58'28" West, over and across the said 1.00 Acre Tract, continuing with the said apparent West Right -of -Way Line, 175.59 Feet, to the Point of Beginning, containing 82.40 Acres (3,589,429 Sq. Ft.) of Land, more or less. Grid Bearings and Distances shown hereon are referenced to the Texas Coordinate System of 1983, Texas South Zone 4205, and are based on the North American Datum of 1983(2011) Epoch 2010.00. Unless this fieldnotes description, including preamble, seal and signature, appears in its entirety, in its original form, surveyor assumes no responsibility for its accuracy. Also referent= -;- • .anying sketch of tract described herein. „sE OF ? URBAN ENGINEERING riianD. Lorcnts, .P,L.S. License No. 6839 2725 Swantner Dr., Corpus Christi, TX 78404 1 361.854.3101 1 TPELS E-145 TBPLS S-10032400 1 urbaneng.com o•-+•gaoocc v oc° y+� p7va �°7vo c b ppoz oQooz Sappp o088 c L echopu� u -o 3w �SEw•0 °ma �f/] c §r V1 C s[tl ' I? caQO °O Z tri E38i__3-Eti E. 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KcQm°�°..li o ii'0Z2 Z�EKE.-w›N(7 CzO KaF- N -m l- N I- O.- m99U CKa+,FS9 £l in P▪ io r o6 P00 't?URD `7)`Po!io^ 97,, poob) M*Sz �ozs/d oar ZL9 ho -0994' J ua o: ObL '°N Asn- S '9'8'N'941 0 O 18S 15ou1s4'd 'D6 .ON KanmS '6uodwo� uo14o61��! oll!�Pon� — BOJ9}B9M– W L[) 0 Q 0) z Y ”130 I m L_ N 0 c rr)M N00 oth. gui II ox m,- • z wIul J zN <ooxxco 0(nU)OgN lE LI hih LI il c . • S ac• g Og w =Pa wz_ a -i :z z w co 0 W min i') o a, ciQ 00 • ova)* z 2) t` (7'0'N d d'O 155LZ01 LO "on '000) '3'a alorwd a0) L "Point of Beginning" 0 N 3 2 O1 rll2o Ir 0 D .. Ln 0. � n 11, ,ZZ'9091 M.0£,Z9.00N '1.5L -SBL 'sfid '69 .10A L 7990 6u!puo5 s,6u!l! lot L '3'0 al::ud .04 w) 0Il ui ,Z0'96Z ('1'O'N-8 d-0 'LffLIOZOOZ 'oN '000) (ap6so3 osoJowly aau�w0) L85 la:gls9V 'Sfl 'oN ::jr;b6uodwo3 uo906p.1{ ollpporr7 a97 la ;no local 0u0V 63.1 -;9w}$ DeVUY ItpD� Petition Requesting Annexation by Are Landowners TO THE MAYOR OF THE GOVERNING BODY OF CORPUS CHRISTI, TEXAS The undersigned owners of the hereinafter described tract of land, which is currently being used as school grounds and without residents, or on which fewer than three qualified voters reside, hereby petition your honorable Body to extend the present city limits so as to include as part of the City of Corpus Christi, Texas the following described territory, to wit: Fieldnotes, for an 82.40 Acre, Annexation Tract, situated in the Cuadrilla Irrigation Company Survey No. 135, Abstract 581, and the I.&G.N.R.R. Survey No. 140, Abstract 612, as shown on the map of the Laureles Farm Tract, a map of which is recorded in Volume 3, Page 15, Map Records of Nueces County, Texas, and comprising all of Lot 1, London School Tracts, a map of which is recorded in Volume 67, Page 179, said Map Records, all of Lot 2, London School Tracts, a map of which is recorded in Volume 67, Page 180, said Map Records, all of Lot 3, London School Tracts, a map of which is recorded in Volume 67, Page 578, said Map Records; all of a 20.00 Acre Tract described in a Special Warranty Gift Deed from Sheilah Ruth London to London Independent School District, recorded in Document No. 2005027456, said Official Public Records; all of a 25.00 Acre Tract described in a Warranty Deed from The South Texas Children's Home to London Independent School District, recorded in Document No. 2008018783, said Official Public Records; the remainder of a 27.50 Acre Tract described in a Warranty Deed from The South Texas Children's Home to London Independent School District, recorded in Document No. 2003067159, Official Public Records of Nueces County, Texas; the remainder of a 5.00 Acre Tract described in a Warranty Deed from The South Texas Children's Home to London Independent School District, recorded in Document No. 2003067159, said Official Public Records; the remainder of a 4.00 Acre Tract described in a Deed from W.T. Petty to the County School Trustees of Nueces County, State of Texas, recorded in Volume 112, Page 392, Deed Records of Nueces County, Texas; the remainder of a 1.994 Acre Tract of Land described in a Warranty Deed with Vendor's Lien from Betty Jean London, Billy Ray London, Jr., Thomas Leslie London, Laureen M. London, Dellana Morrine London Cook, Larry B. Cook, Nora London Covington and Joseph Covington to London Independent School District, recorded in Volume 2170, Page 841, said Deed Records; and the remainder of a 1.00 Acre described in a Deed from J.A. Hill and W.T. Petty to W.F. Timon, County Judge of Nueces County, Texas, for use and benefit of Common School District Np. 35, in Nueces County, recorded in Volume 71, Page 550, said Deed Records; the said 82.40 Acre Tract being more fully described as follows: Beginning, at 5/8 Inch Iron Rod Found, on the North Right -of -Way Line of Farm to Market Road 43, the apparent West Right -of -Way of London Pirate Road (County Road 33), a public roadway; Thence, South 89°10'38" West, with the said North Right -of -Way Line, 476.67 Feet, for a corner of this Tract, from Whence, a TxDot Monument Found, bears South 00°46'26" East, 0.75 Feet; Thence, North 00°46'26" East, at 6.21 Feet, pass a Drill Hole Found, in all 16.36 Feet, to the Southeast corner of the said Lot 1, London School Tracts, for an inner ell corner of this Tract; Thence, South 89°10'38" West, with the said North Right -of -Way Line, the South boundary line of the said London School Tracts, Lots 1, 2 and 3, at 721.49 Feet, pass a 5/8 Inch Iron Rod with plastic cap stamped "BASS AND WELSH" Found, for the common South corner of the said Lots 2 and 3, in all 1222.88 Feet, to the Southeast corner of a 1.29 Acre Tract of Land out of the said Cuadrilla Irrigation Company Survey No. 135, Abstract 581, described in a Warranty Deed with Vendor's Lien, from The South Texas Children's Home to Almarosa Castillo, recorded in Document No. 2002017337, said Official Public Records, being the Southwest comer of the said Lot 3, London School Tracts and this Tract, from Whence, a 5/8 Inch Iron Rod with plastic cap stamped "5435" Found, bears South 00°48'31" East, 16.36 Feet; Thence, North 00°48'31" West, with the common boundary line of the said Lot 3 and the said 1.29 Acre Tract, 296.02 Feet, to a 5/8 Inch Iron Rod with plastic cap stamped "5435" Found, for a common comer of the said 1.29 Acre Tract with the said Lot 3 and this Tract; Thence, North 89°02'39" East, 111.09 Feet, to a common corner of the said 1.29 Acre Tract, the said Lot 3 and this Tract, from Whence, a 5/8 Inch Iron Rod Found, bears North 89°02'39" East, 0.22 Feet; Thence, North 00°52'30" West, with a Northwest boundary line of the said Lot 3, a Southeast boundary line of the said 1.29 Acre Tract, a Northwest boundary line of the said 25.00 Acre Tract and a Southeast boundary line of Lot 1, Block 1, King's Landing Unit 1, a map of which is recorded in Volume 69, Pages 785-789, said Map Records, 1608.22 Feet, to a 5/8 Inch Iron Rod with plastic cap stamped "BASS AND WELSH" Found, on the South Right -of - Way Line of Lady Claudia Street, being an inner ell corner of the said King's Landing Unit 1, for the Northwest corner of the said 25.00 Acre Tract and this Tract; Thence, North 89°08'57" East, with a South boundary line of the said King's Landing Unit 1 and the said Lady Claudia Street, and the North boundary line of the said 25.00 Acre Tract, 1321.52 Feet, to the West boundary line of a 118.126 Acre Tract of Land, out of the Cuadrilla Irrigation Company Survey No. 135, Abstract 581, Survey No. 139, Abstract 577 and I&G.N.R.R. Survey No. 140, Abstract 612, described in a Correction Warranty Deed, from Sheilah London to Bill J. Brown, Reagan Travis Brown and Alyssa Ann Brown McCoy, recorded in Document No. 2015011169, said Official Public Records, being the a Southeast corner of the said King's Landing Unit 1, the Southeast corner of the said Lady Claudia Street, and the Northeast comer of the said 25.00 Acre Tract of Land described in Document No. 2008018783, said Official Public Records, for an outer ell corner of this Tract; Thence, South 01°00'19" East, with the common boundary line of the said 118.126 Acre Tract and the said 25.00 Acre Tract, 3.12 Feet, for an outer ell comer of this Tract; Thence, North 88°54'56" East, with the common boundary line of the said 118.126 Acre Tract and the said 20.00 Acre Tract, 1023.87 Feet, to the said apparent West Right -of -Way Line of London Pirate Road (County Road 33), for the Southeast corner of the said 118.126 Acre Tract, and for the Northeast corner of the said 20.00 Acre Tract and this Tract, from Whence, a 5/8 Inch Iron Rod Found, bears North 20°13'25" East, 0.48 Feet; Thence, South 20°13'25" West, with the common boundary of the said apparent West Right -of -Way Line and the said 20.00 Acre Tract, 1146.74 Feet, to a 5/8 Inch Iron Rod Found, being the Southeast comer of the said 20.00 Acre Tract, the Northeast corner of a 1.67 Acre Tract of Land, out of the said Cuadrilla Irrigation Company Survey No. 135, Abstract 581, and the said I.&G.N.R.R. Survey No. 140, Abstract 612, described in a Warranty Deed, from Robert Perez and wife, Sylvia B. Perez to Aaron and Ana Laura Gallegos, recorded in Document No. 2017040703, said Official Public Records, for a corner of this Tract; Thence, South 89°10'13" West, 608.83 Feet, to a 5/8 Inch Iron Rod Found, on the West boundary line of the said 27.50 Acre Tract, being the Southwest comer of the said 20.00 Acre Tract, being the Northwest corner of the said 1.67 Acre Tract, for an inner ell comer of this Tract; Thence, South 01°02'16" East, with the East boundary line of the said 27.50 Acre Tract and the said 5.00 Acre Tract, at 124.16 Feet, pass a 5/8 Inch Iron Rod Found, being the Northwest comer of a 1.66 Acre Tract of Land, out of the said Cuadrilla Irrigation Company Survey No. 135, Abstract 581, and the said I.&G.N.R.R. Survey No. 140, Abstract 612, described in a Warranty Deed, from Robert Perez and Sylvia B. Perez to Aaron Gallegos and Ana Laura Gallegos, recorded in Document No. 2013049419, said Official Public Records, in all 408.40 Feet, to a 1 Inch Iron Pipe Found, on the North boundary line of the said 4.00 Acre Tract, being a corner of the said 5.00 Acre Tract, the Southwest comer of a 1.66 Acre Tract of Land, out of the said Cuadrilla Irrigation Company Survey No. 135, Abstract 581, described in a Special Warranty Deed, from Sylvia Rodriguez Aguilar to Sylvia Rodriguez Aguilar and Jorge Aguilar, recorded in Document No. 2022053426, said Official Public Records, for an inner ell corner of this Tract; Thence, North 89° 14'03" East, with the North boundary line of the said 4.00 Acre Tract, the North boundary line of the said 1.994 Acre Tract, and the South boundary line of the said 1.66 Acre Tract, 449.95 Feet, to a 3/4 Inch Iron Pipe Found, on the said apparent West Right -of -Way Line, for the Southeast corner of the said 1.66 Acre Tract of Land, the Northeast corner of the said 1.994 Acre Tract, and for a corner of this Tract; Thence, South 20°13'25" West, with the East boundary line of the said 1.994 Acre Tract of Land and the said apparent West Right -of -Way Line, 306.23 Feet, for a corner of this Tract; Thence, South 24°58'28" West, over and across the said 1.00 Acre Tract, continuing with the said apparent West Right -of -Way Line, 175.59 Feet, to the Point of Beginning, containing 82.40 Acres (3,589,429 Sq. Ft.) of Land, more or less. Grid Bearings and Distances shown hereon are referenced to the Texas Coordinate System of 1983, Texas South Zone 4205, and are based on the North American Datum of 1983(2011) Epoch 2010.00. I certify that the above, described tract of land is contiguous and adjacent to the City of Corpus Christi, Texas, and that this petition is signed and duly acknowledged the each and every person having an interest in said land. Signed: Date: THE STATE OF TEXAS COUNTY OF NUECES I4 isME, the tinders ed authority, on this day personally appeared 5(lCI W I14i as Sy pe r i n+ender..+' of London Independent School District, known to me to be the person whose name is sul5scribed to the foregoing instrument and she acknowledged to me that she executed the same for the purposes and consideration therein expressed. Given under my hand and seal of office, this tooDIANE M SANDERS to` 1rr;.. � y �'.: Notary Public, State of texas +r Comm, Expires 04.11.2024 ,e Notary ID 124866317 day of . eCE M 6p t , 2023 64/X4 Yit Notary Public in and for LIedeS , County, Texas. 004 d 05< z o 9a: ocj o c o 0 0 7,&4 5 1-, - F.- cj 10 Z19 la0na4V 041 nN Ra'.ms •81844'97R1 95 lawiaL1 'GEL "aN AaA-InS .diuodwoo uollo6Loi omppono (*.L*014'21'cl*0 'LYGLZOL niq '300) '3*0 01001,c1 0 3d ..tz tc >o, at a 6to 0' .;,g,:ii . ... 0. E1'8 2,4 6 ..c...,, z o g 0 1:1 ai L: a 10 C OA -0 3 p c 3 c -, i... .• , -0 az -0 a. -0 LI - k' g 9 ,:2 E 0 a • re o o c o .c 0 0 0 f, 12 E c) cn E .9 In E E .c .... En . ..., 0 CO 1:0 < OD ..* ••••..2 03 c,„zt ,i..3 il., .... ...... .. It) 0.* la cl. o PI m— •93 10 1 0 41 m 0 0 TxDOT Monument Drill Hole Found 0 0 co -z rno 00, -4- 0 r92 M argot z 3,191,t0.109 7 6'7 z 00. t'5 r! 9091 M.IOI.0ON 'L6L-5134 'abd '69 'PA L ;WI bolauai atELLLN roa '1 loi z c4 90 _ (R.0 Cs4 I ° 0, I I (..1:0•WerVI 0 .Z6C '9c1 'ZIL '10A) Leg Pruisgli 'RC l '05 21 &buns Xuadwao uoe061.+01 DI11JPon0 la 10 Ino 10124 0J6V 004 ;o JapulowaN —•-,E d . a wJ o. ;OR bd 30 •3•-1,g .cs. z 00 "ER 3“). ir r 0 0 ,Z0'96 ES0.00 (TTNII'd'O 'CCU LOZOOZ '05 "000) (ollesno oswowiv L.,0um0) lag Loonegy .551 •oN Aaton9Luiondotol%0,i0uoalv51Iitn610.1LLPart3 a4 1,; ; 100 S oapuy APP- 0 00 00 E 0 0 tri 0 E 0 0 0 03 Market Ro 0/4.10 SUOLLJUJOO leSDJe suopoo ouuo pJDA9I noe Jolsioox3 0 SOJOISOM IINJOIMM tf5 1181-1011 "fS 139.IpUV Apo • .0 6t J3 Fc w w z 0 z uJ London Independent School District Property Annexation Public Hearing and Ordinance City Council Presentation February 13, 2024 Annexation Petition: 82.40 -acre tract Annexation Area Legend London Iso Property aryLmi Parcels 0 500 1,000 2.000 Feet Wastewater facilities Background • The District currently receives City water service. • District Bond funds for a stadium complex, sports field creation, and school additions were approved by London District voters in Fall 2022. • The District determined that tying current and proposed facilities into the City wastewater system would be the best path toward meeting the current and future expansion needs. • The City requires platting and annexation before an existing facility connects to additional city utility lines. Fiscal Impact Analysis • The District property is exempt from ad valorem taxes due to receiving a public school district exemption. • Therefore, the annexation of the property will have a net negative fiscal impact on the City general fund departments. City Department CCW Stormwater Solid Waste Police Fire Animal Control Transportation Library Parks and Recreation Code Enforcement Annual Totals Monthly Revenue Post -Annexation Changes +$1,362 +$3,000 None None None None None None None None $52,344 Wastewater collected at the site None None Marginal Case by Case Marginal Traffic may provide guidance on issues that arise None None Marginal Varies Currently on septic, additional $1,620 wastewater fee less $258 reduction in - City water rate; anticipated additional water use campus improvements Fee based on land use type for 82 -acre site; City currently maintains London Pirate Road and drainage channel. Districts all contract for private service ISD's have private security Will be added to Fire Service District of in -City homes to the north. Cost vary by type of call (staff needed, equipment sent, duration of event, etc..). As a comparison, West Oso ISD had 10 calls in 2023, similar size campus and student population. No additional roadways annexed District has a Library District has facilities, services for students Based on other ISD response data we should expect 4 visits annually. *No new revenue added to other General Fund Departments 6 Staff Recommendation Approval of the ordinance to annex 82.40 acres as petitioned by the London Independent School District Questions? AGENDA MEMORANDUM First Reading City Council Meeting February 13, 2024 Second Reading City Council Meeting February 20, 2024 DATE: February 2, 2024 TO: Peter Zanoni, City Manager FROM: Heather Hurlbert, CPA, CGFO, Assistant City Manager HeatherH3(&cctexas.com 361-826-3506 Ordinance approving a Service and Assessment Plan (SAP), approving a developer reimbursement agreement, and levying assessments for improvements within Improvement Area #1 of the Whitecap Public Improvement District No. 1. CAPTION: Public hearing and ordinance approving a Service and Assessment Plan (SAP), approving a developer reimbursement agreement, and levying the assessments for improvements within Improvement Area #1 of the Whitecap Public Improvement District No. 1. SUMMARY: This item will approve the Final Service and Assessment Plan (SAP) for the Whitecap Public Improvement District No. 1 (PID) which includes making a finding of special benefit for property within Improvement Area #1 and levying assessments for Improvement Area #1 of the Whitecap Public Improvement District #1. BACKGROUND AND FINDINGS: In September 2021 Diamond Beach Holdings submitted an application for a Public Improvement District (PID) on North Padre Island for a master planned community that would come to be known as Whitecap. In February 2022 the City received a PID petition from Diamond Beach for the proposed PID that was followed by a revised petition received on April 8, 2022. A PID allows for an additional amount to be assessed on properties within the district which can be used to pay for the cost of public infrastructure or amenities that benefit the properties within the district. These costs can be reimbursed on a pay-as-you-go basis, or the City can issue bonds secured by the revenues generated by the assessments. On May 17, 2022 City Council held a public hearing and then approved a resolution authorizing the creation of Whitecap Public Improvement District No. 1. Since the creation of the PID, the PID working group has been working together to negotiate and finalize the required PID documents which include the Service and Assessment Plan (SAP) and resulting levy of assessments along with a master development agreement. The working group includes: • City Staff • Norton Rose Fulbright US LLP -City's bond counsel • Specialized Public Finance, Inc -City's financial advisor • FMSbonds, Inc -Bond underwriter • P3 Works -City's PID consultant and administrator • Ashlar Development -Developer • Shupe Ventrua, PLLC-Developer's counsel • Diamond Beach Holdings, LLC -Property owner The Service and Assessment Plan (SAP) defines the authorized improvements within the PID that can receive funding from the assessment revenues generated within the PID and provides the total dollar amount of the reimbursement. The Preliminary Service and Assessment Plan (PSAP) which includes the proposed assessment roll for the PID Improvement Area #1 within the PID was approved by resolution on January 23, 2024. The City called a public hearing concerning the assessments for the Whitecap PID and notified all property owners by mail. At the completion of today's public hearing, City Council will consider approval of an ordinance imposing the assessment, approving a developer reimbursement agreement, and approving the final SAP. Improvement Area #1 includes approximately 55.9 acres out of the total 242.0 acres development area and will have 199 lots developed with single-family houses. The authorized improvements include improvements to the Preserve park area, streets, drainage, water, wastewater, soft costs related to design, construction and installing these projects, bond issuance costs, and other costs including administrative costs. Total costs estimated to be incurred for the allowed infrastructure in Improvement Area #1 is $45,112,621. Of that $23,856,000 will be reimbursed through a future issuance of PID bonds, $2,417,714 will be reimbursed in a future improvement area, and the remainder of $18,838,907 will be funded by the developer. This item will approve the Service and Assessment Plan (SAP) for the Whitecap Public Improvement District (PID) No. 1 which includes the costs of certain authorized improvements to be financed within Improvement Area #1, approves the developer reimbursement agreement, and levies assessments on the property located within the improvement area #1 of the Whitecap PID. ALTERNATIVES: The City Council could not approve the Service and Assessment Plan, the reimbursement agreement, or the levying of the assessments. FISCAL IMPACT: There is no immediate fiscal impact from this action. Bonds may be issued at a later date to reimburse for the improvement costs. RECOMMENDATION: Staff recommends that City Council approve the Service and Assessment Plan, the reimbursement agreement, and the levying of the assessments. LIST OF SUPPORTING DOCUMENTS: Ordinance Service and Assessment Plan Reimbursement Agreement Presentation ORDINANCE NO. AN ORDINANCE OF THE CITY COUNCIL OF THE CITY OF CORPUS CHRISTI, TEXAS ACCEPTING AND APPROVING A SERVICE AND ASSESSMENT PLAN AND ASSESSMENT ROLL FOR THE WHITECAP PUBLIC IMPROVEMENT DISTRICT IMPROVEMENT AREA #1; MAKING A FINDING OF SPECIAL BENEFIT TO THE PROPERTY IN THE DISTRICT; LEVYING ASSESSMENTS AGAINST PROPERTY WITHIN THE DISTRICT AND ESTABLISHING A LIEN ON SUCH PROPERTY; PROVIDING FOR THE METHOD OF ASSESSMENT AND THE PAYMENT OF THE ASSESSMENTS IN ACCORDANCE WITH CHAPTER 372, TEXAS LOCAL GOVERNMENT CODE, AS AMENDED; PROVIDING PENALTIES AND INTEREST ON DELINQUENT ASSESSMENTS; PROVIDING FOR SEVERABILITY; APPROVING AND AUTHORIZING THE EXECUTION OF A REIMBURSEMENT AGREEMENT RELATING TO IMPROVEMENT AREA #1 OF THE WHITECAP PUBLIC IMPROVEMENT DISTRICT NO. 1; RESOLVING ALL MATTERS INCIDENT AND RELATED THERETO; AND PROVIDING AN EFFECTIVE DATE WHEREAS, on April 7, 2022 a petition was submitted and filed with the City Secretary (the "City Secretary") of the City of Corpus Christi, Texas (the "City") pursuant to the Public Improvement District Assessment Act, Chapter 372, Texas Local Government Code, as amended (the "PID Act"), requesting the creation of a public improvement district within the City; and WHEREAS, the petition satisfied the requirements of the PID Act because it contained the signatures of: (1) the owners of taxable property representing more than fifty percent of the appraised value of taxable real property liable for assessment within the District, as determined by the then current ad valorem tax rolls of Nueces County Appraisal District, and (2) the record owners of real property liable for assessment who (A) constitute more than fifty percent of all record owners of property that is liable for assessment under the proposal, or (B) own taxable real property that constitutes more than fifty percent of the area of all taxable property within the District that is liable for assessment; and WHEREAS, on May 17, 2022, after due notice, the City Council of the City (the "City Council") held a public hearing in the manner required by law on the advisability of the public improvements and services described in the petition as required by Section 372.009 of the PID Act, and on May 17, 2022 made the findings required by Section 372.009(b) of the PID Act and, by Resolution No. 032761 (the "Authorization Resolution") adopted by a majority of the members of the City Council, authorized and created the Whitecap Public Improvement District No. 1 (the "District") in accordance with its finding as to the advisability of the authorized improvements relating to the District (the "Authorized Improvements"); and WHEREAS, the City filed the Authorization Resolution with the Nueces County Clerk in Nueces County real property records, as required by law; and 1 137914984.5 WHEREAS, no written protests regarding the creation of the District from any owners of record of property within the District were filed with the City Secretary, within 20 days after the adoption of the Authorization Resolution; and WHEREAS, on January 23, 2024, the Council adopted a resolution accepting the preliminary service and assessment plan, including a proposed assessment roll the District (the "Proposed Assessment Roll"), calling for a public hearing to consider an ordinance levying assessments against benefitted property within the District (the "Assessments"), authorizing and directing the City Secretary of the City to file the Proposed Assessment Roll and make such assessment roll available for public inspection, authorizing and directing the City Secretary of the City to publish notice of a public hearing to consider the levying of the Assessments against the property within the District (the "Levy and Assessment Hearing"), authorizing and directing the mailing of notice of the Levy and Assessment Hearing to owners of property liable for assessment, and directing related action; and WHEREAS, the City Secretary filed the Proposed Assessment Roll and made the same available for public inspection; and WHEREAS, the City Secretary, pursuant to Section 372.016(b) of the PID Act, published notice of the Levy and Assessment Hearing on January 28, 2024 in the Corpus Christi Caller - Times, a newspaper of general circulation in the City; and WHEREAS, the City Secretary, pursuant to Section 372.016(c) of the PID Act, mailed the notice of the Levy and Assessment Hearing to the last known address of the owners of the property liable for the Assessments; and WHEREAS, on February 13, 2024 the City Council convened the Levy and Assessment Hearing and all persons who appeared, or requested to appear, in person or by their attorney, were given the opportunity to contend for or contest the Assessment Roll (as defined below), and the proposed assessments, and to offer testimony pertinent to any issue presented on the amount of the assessments, the allocation of the Actual Costs of the Authorized Improvements (as defined in the Service and Assessment Plan) to be undertaken for the benefit of the property located within the District, the purposes of the Assessments, the special benefits of the Assessments, and the penalties and interest on annual installments and on delinquent annual installments of the Assessments; and WHEREAS, the City Council finds and determines that the Whitecap Public Improvement District Improvement Area #1 Service and Assessment Plan, substantially in the form attached hereto as Exhibit A (the "Service and Assessment Plan"), and which is incorporated herein for all purposes, should be approved and that the Assessments for the Assessed Property (as defined in the Service and Assessment Plan) should be levied as provided in this Ordinance and the Service and Assessment Plan and the assessment roll attached thereto as Exhibit F (the "Assessment Roll"); and 2 137914984.5 WHEREAS, the City Council further finds that there were no objections or evidence submitted to the City Secretary in opposition to the Service and Assessment Plan, the allocation of the Actual Costs of the Authorized Improvements as described in the Service and Assessment Plan, the Assessment Roll, and the levy of the Assessments, all as described in the Service and Assessment Plan; and WHEREAS, the owner (the "Landowner"), of one hundred percent (100%) of the privately - owned and taxable property located within the District to be assessed pursuant to this Ordinance, has acknowledged, consented and confirmed the right, power, and legislative authority of the City Council of the City to: (i) create the District; (ii) adopt this Assessment Ordinance, including the Service and Assessment Plan, (iii) make determinations and findings as to special benefits conferred by the Authorized Improvements, and (iv) levy of Assessments against benefitted property within the District owned by the Landowner; and WHEREAS, the City desires to approve the "PID Reimbursement Agreement - Whitecap Public Improvement District" by and between the City and Ashlar Interests, LLC, a Texas limited liability company, relating to Improvement Area #1 of the District (the "Reimbursement Agreement"); and WHEREAS, the Reimbursement Agreement is a "reimbursement agreement" authorized by Section 372.023(d)(1) of the Act; and WHEREAS, the City Council closed the Levy and Assessment Hearing, and, after considering all written and documentary evidence presented at the hearing, including all written comments and statements filed with the City, determined to proceed with the adoption of this Ordinance in conformity with the requirements of the PI D Act. NOW, THEREFORE, BE IT ORDAINED BY THE CITY COUNCIL OF THE CITY OF CORPUS CHRISTI, TEXAS: Section 1. Terms. Terms not otherwise defined herein, including the preambles to this Ordinance, have the meanings ascribed thereto as set forth in the Service and Assessment Plan. Section 2. Findings. The findings and determinations set forth in the preambles hereof are hereby incorporated by reference and made a part of this Ordinance for all purposes as if the same were restated in full in this Section. The City Council hereby finds, determines, and ordains, as follows: (a) The apportionment of the Actual Costs of the Authorized Improvements (as reflected in the Service and Assessment Plan and Exhibit B attached thereto) and the Annual Collection Costs (as reflected in the Service and Assessment Plan) is fair and reasonable, reflects an accurate presentation of the special benefit each assessed parcel 3 137914984.5 of the Assessed Property will receive from the construction of the Authorized Improvements identified in the Service and Assessment Plan, and is hereby approved; (b) The Service and Assessment Plan (i) covers a period of at least five years, (ii) defines the annual indebtedness and projected costs for the Authorized Improvements, (iii) includes a copy of the notice form required by Section 5.014 of the Texas Property Code, as amended, and (iv) and will be reviewed and updated annually; (c) The Service and Assessment Plan apportions the Actual Costs of the Authorized Improvements to be assessed against the Assessed Property in the District and such apportionment is made on the basis of special benefits accruing to the Assessed Property because of the Authorized Improvements; (d) All of the Assessed Property in the District which is being assessed in the amounts shown in the Assessment Roll will be benefited by the Authorized Improvements as described in the Service and Assessment Plan, and each Assessed Property will receive special benefits during the term of the Assessments equal to or greater than the total amount assessed; (e) The method of apportionment of the Actual Costs of the Authorized Improvements and Annual Collection Costs set forth in the Service and Assessment Plan results in imposing equal shares of the costs of the Authorized Improvements and Annual Collection Costs on property similarly benefited, and results in a reasonable classification and formula for the apportionment of the Actual Costs of the Authorized Improvements; (f) The Service and Assessment Plan should be approved as the service plan and assessment plan for the District as described in Sections 372.013 and 372.014 of the PID Act; (g) The Assessment Roll should be approved as the assessment roll for the Assessed Property within the District; (h) The provisions of the Service and Assessment Plan relating to due and delinquency dates for the Assessments, interest on Annual Installments, interest and penalties on delinquent Assessments and delinquent Annual Installments, and procedures in connection with the imposition and collection of Assessments should be approved and will expedite collection of the Assessments in a timely manner in order to provide the services and improvements needed and required for the District; and (i) A written notice of the date, hour, place and subject of this meeting of the City Council was posted at a place convenient to the public for the time required by law preceding this meeting, as required by the Open Meetings Act, Chapter 551, Texas Government Code, as amended, and this meeting has been open to the public as required by law at all times during which this Ordinance and the subject matter hereof has been discussed, considered, and formally acted upon. 4 137914984.5 Section 3. Service and Assessment Plan. The Service and Assessment Plan is hereby accepted and approved pursuant to Sections 372.013 and 372.014 of the PID Act as the service plan and the assessment plan for the District. Section 4. Assessment Roll. The Assessment Roll is hereby accepted and approved pursuant to Section 372.016 of the PI D Act as the Assessment Roll of the District. Section 5. Levy and Payment of Assessments for Costs of the Authorized Improvements. (a) The City Council hereby levies an assessment on the Assessed Property (excluding Non -Benefited Property) located within the District, as shown and described in the Service and Assessment Plan and the Assessment Roll, in the respective amounts shown in the Assessment Roll, as a special assessment on the properties set forth in the Assessment Roll. The Assessments hereby levied shall be sufficient to pay the debt service on any bonds or other evidences of indebtedness that may be hereafter issued for the District and costs related thereto in accordance with the terms of the Service and Assessment Plan or that are otherwise authorized by the PID Act. (b) The levy of the Assessments shall be effective on the date of execution of this Ordinance levying Assessments and strictly in accordance with the terms of the Service and Assessment Plan and the PID Act. (c) The collection of the Assessments shall be as described in the Service and Assessment Plan and the PID Act. (d) Each Assessment may be paid in a lump sum at any time or may be paid in Annual Installments pursuant to the terms of the Service and Assessment Plan. (e) Each Assessment shall bear interest at the rate or rates specified in the Service and Assessment Plan, as the same shall be reviewed and updated annually. (f) Each Annual Installment shall be collected each year in the manner set forth in the Service and Assessment Plan. (g) The Annual Collection Costs for the Assessed Property shall be calculated and collected pursuant to the terms of the Service and Assessment Plan. Section 6. Method of Assessment. The method of apportioning the Actual Costs of the Authorized Improvements and Annual Collection Costs are set forth in the Service and Assessment Plan. Section 7. Penalties and Interest on Delinquent Assessments. 137914984.5 5 Delinquent Assessments shall be subject to the penalties, interest, procedures, and foreclosure sales set forth in the Service and Assessment Plan and as allowed by law. Section 8. Prepayments of the Assessments. As provided in Section VI of the Service and Assessment Plan, the owner of any of the Assessed Property may prepay the Assessments levied by this Ordinance. Section 9. Lien Priority. The City Council and the Landowner intend for the obligations, covenants and burdens on the landowners of Assessed Property, including without limitation such Landowner's obligations related to payment of the Assessments and the Annual Installments thereof, to constitute covenants that shall run with the land. The Assessments and the Annual Installments thereof which are levied hereby shall be binding upon the Landowner, as the owner of Assessed Property, and its respective transferees, legal representatives, heirs, devisees, successors and assigns in the same manner and for the same period as such parties would be personally liable for the payment of ad valorem taxes under applicable law. The Assessments shall have lien priority as specified in the Service and Assessment Plan and the PID Act. Section 10. Appointment of Administrator and Collector of Assessments. (a) Appointment of Administrator. The prior appointment of P3Works, LLC, is hereby confirmed and P3Works, LLC, is hereby designated as the initial Administrator of the Service and Assessment Plan and of Assessments levied by this Ordinance (the "Administrator"). The Administrator shall perform the duties of the Administrator described in the Service and Assessment Plan, in this Ordinance, and in any contract between the City and the Administrator. The Administrator's fees, charges and expenses for providing such service shall constitute Annual Collection Costs. (b) Appointment of Temporary Collector. The Administrator or its designee is hereby appointed and designated as the temporary collector of the Assessments (the "Collector"). The Collector shall serve in such capacity until such time as the City shall arrange for the Collector's duties to be performed by the Nueces County Tax Assessor and Collector, or another qualified collection agent selected by the City. Section 11. Applicability of Tax Code. To the extent not inconsistent with this Ordinance, and not inconsistent with the PID Act or the other laws governing public improvement districts, the provisions of the Texas Tax Code shall be applicable to the imposition and collection of Assessments by the City. Section 12. Filing in Real Property Records. The Reimbursement Agreement attached hereto as Exhibit B, is approved and the Mayor or City Manager is authorized to execute such Reimbursement Agreement on behalf of the City. 6 137914984.5 Section 13. Filing in Real Property Records. The City Secretary is directed to cause a copy of this Ordinance, including the Service and Assessment Plan and the Assessment Roll, to be recorded in the real property records of Nueces County before February 26, 2024. The City Secretary is further authorized to similarly file or cause to be filed each Annual Service Plan Update approved by the City Council no later than the seventh day after the date the City Council approves such Annual Service Plan Update. Section 14. Severabilit If any provision, section, subsection, sentence, clause, or phrase of this Ordinance, or the application of the same to any person or set of circumstances is for any reason held to be unconstitutional, void, or invalid, the validity of the remaining portions of this Ordinance or the application to other persons or sets of circumstances shall not be affected thereby, it being the intent of the City Council that no portion hereof, or provision or regulation contained herein shall become inoperative or fail by reason of any unconstitutionality, voidness, or invalidity or any other portion hereof, and all provisions of this ordinance are declared to be severable for that purpose. Section 15. Effective Date. This Ordinance shall take effect, and the levy of the Assessments, and the provisions and terms of the Service and Assessment Plan shall be and become effective upon passage and execution hereof. 7 137914984.5 PASSED AND ADOPTED on the day of , 2024. ATTEST: City Secretary APPROVED THIS day of , 2024: Miles Risley, City Attorney (CITY SEAL) CITY OF CORPUS CHRISTI, TEXAS Mayor [Signature page S-1 to Assessment Ordinance] THE STATE OF TEXAS § COUNTY OF N UECES § I, the undersigned, City Secretary of the City of Corpus Christi, Texas, do hereby certify that the above and foregoing is a true, full and correct copy of an Ordinance passed by the City Council of the City of Corpus Christi, Texas (and of the minutes pertaining thereto) on the day of , 2024, authorizing an assessment ordinance and reimbursement agreement, which ordinance is duly of record in the minutes of said City Council, and said meeting was open to the public, and public notice of the time, place and purpose of said meeting was given, all as required by Texas Government Code, Chapter 551. EXECUTED UNDER MY HAND AND SEAL of said City, this the day of , 2024. (CITY SEAL) City Secretary [Signature page S-2 to Assessment Ordinance] The foregoing ordinance was read for the first time and passed to its second reading on this the day of , 2024, by the following vote: Paulette Guajardo Jim Klein Roland Barrera Mike Pusley Sylvia Campos Everett Roy Gil Hernandez Dan Suckley Michael Hunter That the foregoing ordinance was read for the second time and passed finally on this the day of , 2024, by the following vote: Paulette Guajardo Jim Klein Roland Barrera Mike Pusley Sylvia Campos Everett Roy Gil Hernandez Dan Suckley Michael Hunter PASSED AND APPROVED, this the day of , 2024. ATTEST: Rebecca Huerta City Secretary Paulette Guajardo Mayor [Signature page S-3 to Assessment Ordinance] EXHIBIT A Service and Assessment Plan EXHIBIT B Reimbursement Agreement Last revised 2.2.24 PID Reimbursement Agreement Whitecap Public Improvement District No. 1 This PID Reimbursement Agreement (this "Agreement") is entered into by Ashlar Interests, LLC (the "Developer") and the City of Corpus Christi Texas (the "City"), to be effective , 20 , (the "Effective Date"). The Developer and the City are individually referred to as a "Party" and collectively as the "Parties." SECTION 1. RECITALS 1.1 WHEREAS, capitalized terms used in this Agreement shall have the meanings given to them in Section 2; 1.2 WHEREAS, unless otherwise defined: (1) all references to "sections" shall mean sections of this Agreement; (2) all references to "exhibits" shall mean exhibits to this Agreement which are incorporated as part of this Agreement for all purposes; and (3) all references to "ordinances" or "resolutions" shall mean ordinances or resolutions adopted by the City Council; 1.3 WHEREAS, the Developer is a Texas limited liability company; 1.4 WHEREAS, the City is a Texas home -rule municipality; 1.5 WHEREAS, on May 17, 2022, the City Council passed and approved the PID Creation Resolution authorizing the creation of the PID pursuant to the Act, covering approximately 242.011 contiguous acres within the City's corporate limits, which land is described in the PID Creation Resolution; 1.6 WHEREAS, on February 20, 2024, the City Council passed and approved an Assessment Ordinance related to Improvement Area #1 of the PID; 1.7 WHEREAS, the City Council expects to pass and approve additional Assessment Ordinances related to other phases of development in the PID in the future as such phases are developed; 1.8 WHEREAS, each Assessment Ordinance approves the SAP, including each Assessment Roll attached thereto; Page 1 1156.011\801090.6 Last revised 2.2.24 1.9 WHEREAS, the SAP identifies Authorized Improvements to be designed, constructed, and installed by or at the direction of the Parties that confer a special benefit on the Assessed Property; 1.10 WHEREAS, the SAP sets forth the Actual Costs of the Authorized Improvements; 1.11 WHEREAS, the Assessed Property is being developed in phases or "Improvement Areas;" 1.12 WHEREAS, this Agreement shall apply to all Improvement Areas and no additional reimbursement agreement shall be required for Improvement Areas to be developed in the future following the initial phase of development constituting "Improvement Area #1"; 1.13 WHEREAS, the SAP determines and apportions the Actual Costs of the Authorized Improvements to the Assessed Property, which Actual Costs represent the special benefit that the Authorized Improvements confer upon the Assessed Property as required by the Act; 1.14 WHEREAS, in each Assessment Ordinance the City levied or expects to levy a portion of the Actual Costs of the Authorized Improvements as Assessments against the Assessed Property in the amounts set forth on the Assessment Roll(s); 1.15 WHEREAS, Assessments, including the Annual Installments thereof, are or will be due and payable once levied as described in the SAP; 1.16 WHEREAS, Assessments, including the Annual Installments thereof, shall be billed and collected by the City or its designee; 1.17 WHEREAS, the Parties agree the City's obligations to reimburse the Developer for Actual Costs of Authorized Improvements constructed for the benefit of any Improvement Area are: (1) contingent upon the City levying Assessments against property within such Improvement Area benefitting from the Authorized Improvements, (2) payable solely from the Assessments, including the Annual Installments of such Assessments, collected from Assessed Property within such Improvement Area, and (3) not due and owing unless and until the City actually adopts an Assessment Ordinance levying such Assessments; 1.18 WHEREAS, Assessment Revenue from the collection of Assessments, including the Annual Installments thereof, shall be deposited (1) as provided in the applicable Indenture if PID Bonds secured by such Assessments are issued, or (2) into the PID Reimbursement Fund if no such PID Bonds are issued or none of such PID Bonds remain outstanding; Page 2 1156.011\801090.6 Last revised 2.2.24 1.19 WHEREAS, Bond Proceeds shall be deposited as provided in the applicable Indenture; 1.20 WHEREAS, a PID Project Fund related to each series of PID Bonds shall only be used in the manner set forth in the applicable Indenture; 1.21 WHEREAS, this Agreement is a "reimbursement agreement" authorized by Section 372.023(d)(1) of the Act; 1.22 WHEREAS, the foregoing RECITALS: (1) are part of this Agreement for all purposes; (2) are true and correct; (3) create obligations of the Parties (unless otherwise stated therein or in the body of this Agreement), and (4) each Party has relied upon such Recitals, each of which are incorporated as part of this Agreement for all purposes, in entering into this Agreement; and 1.23 WHEREAS, all resolutions and ordinances referenced in this Agreement (e.g., the PID Creation Resolution, Development Agreement, and each Assessment Ordinance), together with all other documents referenced in this Agreement (e.g., the SAP and each Indenture), are incorporated as part of this Agreement for all purposes as if such resolutions, ordinances, and other documents were set forth in their entirety in or as exhibits to this Agreement. NOW THEREFORE, for and in consideration of the mutual obligations of the Parties set forth in this Agreement, the Parties agree as follows: SECTION 2. DEFINITIONS 2.1 "Act" is defined as Chapter 372, Texas Local Government Code, as amended. 2.2 "Actual Costs" are defined in the SAP. 2.3 "Administrator" is defined in the SAP. 2.4 "Agreement" is defined in the introductory paragraph. 2.5 "Annual Collection Costs" are defined in the SAP. 2.6 "Annual Installment" is defined in the SAP. 2.7 "Applicable Laws" means the Act and all other laws or statutes, rules, or regulations of the State of Texas or the United States, as the same may be amended, by which the City and its powers, securities, operations, and procedures are, or may be, governed or from which its powers may be derived. Page 3 1156.011\801090.6 Last revised 2.2.24 2.8 "Assessed Property" is defined in the SAP. 2.9 "Assessment" is defined in the SAP. 2.10 "Assessment Ordinance" is defined in the SAP. 2.11 "Assessment Revenue" means the revenues actually received by or on behalf of the City from any one or more of the following: (1) an Assessment levied against Assessed Property, or Annual Installment payment thereof, including any interest on such Assessment or Annual Installment during any period of delinquency, (2) a Prepayment, and (3) foreclosure proceeds. 2.12 "Assessment Roll" is defined in the SAP. 2.13 "Authorized Improvements" are defined in the SAP. 2.14 "Bond Proceeds" mean the proceeds derived from the issuance and sale of [a series of] PID Bonds that are deposited and made available to pay Actual Costs in accordance with the applicable Indenture. 2.15 "Certificate for Payment" means a certificate (substantially in the form of Exhibit A or as otherwise approved by the Developer and the City Representative) executed by a representative of the Developer and approved by a City Representative, delivered to a City Representative (and/or, if applicable, to the trustee named in any applicable Indenture), specifying the work performed and the amount charged (including materials and labor costs) for Actual Costs, and requesting payment of such amount from the appropriate fund or funds. Each certificate shall include supporting documentation in the standard form for City construction projects and evidence that each Authorized Improvement (or its completed segment) covered by the certificate has been inspected by the City. 2.16 "Change Order" is defined in Section 3.12. 2.17 "City" is defined in the introductory paragraph. 2.18 "City Council" means the governing body of the City. 2.19 "City Representative" means any person authorized by the City Council to undertake the actions referenced herein. 2.20 "Closing Disbursement Request" means a request in the form of Exhibit B or as otherwise approved by the Parties. Page 4 1156.011\801090.6 Last revised 2.2.24 2.21 "Commitment" is defined in Section 3.10. 2.22 "Cost Underrun" is defined in Section 3.11. 2.23 "County" is defined in the SAP. 2.24 "Default" is defined in Section 4.8.1. 2.25 "Delinquent Collection Costs" are defined in the SAP. 2.26 "Developer" is defined in the introductory paragraph. 2.27 "Developer Advances" mean advances made by the Developer to pay Actual Costs. 2.28 "Developer Improvement Account" means an account of the PID Project Fund which may be created and established under the applicable Indenture (and segregated from all other funds contained in the PID Project Fund) into which the City deposits, or directs the applicable trustee to deposit, any funds received from the Developer as required under such Indenture. 2.29 "Development Agreement" is defined in the SAP. 2.30 "Effective Date" is defined in the introductory paragraph. 2.31 "Failure" is defined in Section 4.8.1. 2.32 "Improvement Area" is a phase of development defined and described by metes and bounds in the SAP.. 2.33 "Improvement Area #1" is defined in the SAP. 2.34 "Indenture" means the applicable trust indenture pursuant to which PID Bonds are issued. 2.35 "Maturity Date" is the date one year after the last Annual Installment is collected. 2.36 "Party" and "Parties" are defined in the introductory paragraph. 2.37 "PID" is defined as the Whitecap Public Improvement District No. 1, created by the PID Creation Resolution. 2.38 "PID Bonds" are defined in the SAP. 2.39 "PID Creation Resolution" is defined as Resolution No. 032761 passed and approved by the City Council on May 17, 2022, and recorded in the official public records of Nueces County, Texas, as Instrument No. 2022024701 on May 20, 2022. Page 5 1156.011\801090.6 Last revised 2.2.24 2.40 "PID Pledged Revenue Fund" means, collectively, the fund established by the City under each applicable Indenture (and segregated from all other funds of the City) into which the City deposits Assessment Revenue securing PID Bonds issued and still outstanding. 2.41 "PID Project Fund" means, collectively, the fund, including all accounts created within such fund, established by the City under each applicable Indenture (and segregated from all other funds of the City) into which the City deposits Bond Proceeds in the amounts and as described in the applicable Indenture. 2.42 "PID Reimbursement Fund" means the fund, including all accounts created within such fund to designate Assessment Revenues collected from each Improvement Area, to be established by the City under this Agreement (and segregated from all other funds of the City) held by the City or the City's designee into which the City deposits Assessment Revenue if not deposited into the PID Pledged Revenue Fund. 2.43 "Prepayment" is defined in the SAP. 2.44 "Reimbursement Agreement Balance" is defined in Section 3.3. 2.45 "SAP" is defined as the Whitecap Public Improvement District Service and Assessment Plan approved February 20, 2024, as part of the Assessment Ordinance adopted by the City Council on February 20, 2024 and recorded in the official public records of Nueces County, Texas as Instrument No. on , 20 , as the same may be updated or amended by City Council action in accordance with the Act. 2.46 "Transfer" and "Transferee" are defined in Section 4.11. SECTION 3. FUNDING AUTHORIZED IMPROVEMENTS 3.1 Fund Deposits. Until PID Bonds payable from Assessment Revenue collected from a specific Improvement Area of the development are issued, the City shall bill, collect, and immediately deposit into the PID Reimbursement Fund all Assessment Revenue consisting of: (1) revenue collected from the payment of Assessments (including pre -payments and amounts received from the foreclosure of liens but excluding costs and expenses related to collection); and (2) revenue collected from the payment of Annual Installments (excluding Annual Collection Costs and Delinquent Collection Costs). Unless and until PID Bonds payable from Assessment Revenue collected from a specific Improvement Area of the development are issued, funds in the PID Reimbursement Fund shall be Page 6 1156.011\801090.6 Last revised 2.2.24 deposited into a segregated account relating to the Improvement Area from which such Assessment Revenue was collected and such funds shall only be used to pay Actual Costs of the Authorized Improvements benefitting that Improvement Area or all or any portion of the Reimbursement Agreement Balance related to that Improvement Area in accordance with this Agreement. Once PID Bonds payable from Assessment Revenue collected from a specific Improvement Area of the development are issued, the City shall bill, collect, and immediately deposit all Assessment Revenue collected from that Improvement Area that secure such series of PID Bonds in the manner set forth in the applicable Indenture. The City shall also deposit Bond Proceeds and any other funds authorized or required by the applicable Indenture in the manner set forth in the applicable Indenture. Annual Installments shall be billed and collected by the City (or by any person, entity, or governmental agency permitted by law) in the same manner and at the same time as City ad valorem taxes are billed and collected. Funds in the PID Project Fund shall only be used in accordance with the applicable Indenture; provided that funds disbursed from the applicable PID Project Fund pursuant to Section 3.5 below shall be made first from Bond Proceeds held in the applicable accounts within such PID Project Fund until such accounts are fully depleted and then from the Developer Improvement Account of the applicable PID Project Fund, if applicable. Subject to Section 3.6 below, the Actual Costs of Authorized Improvements within each Improvement Area shall be paid from: (1) the Assessment Revenue collected solely from Assessments levied on the property within such Improvement Area benefitting from such Authorized Improvements and on deposit in the PID Reimbursement Fund; or (2) net Bond Proceeds or other amounts deposited in an account of the PID Project Fund created under an Indenture related to PID Bonds secured by Assessment Revenue collected solely from Assessments levied on benefitted property within such Improvement Area. The City will take and pursue all actions permissible under Applicable Laws to cause the Assessments to be collected and the liens related to such Assessments to be enforced continuously, in the manner and to the maximum extent permitted by the Applicable Laws, and, to the extent permitted by Applicable Laws, to cause no reduction, abatement or exemption in the Assessments for so long as any PID Bonds are outstanding or a Reimbursement Agreement Balance remains outstanding. The City shall determine or cause to be determined, no later than February 15 of each year whether any Annual Installment is delinquent. If such delinquencies exist, then the City will order and cause to be commenced as soon as practicable any and all appropriate and legally permissible actions to obtain such Annual Installment, and any delinquent charges and interest thereon, including diligently prosecuting an action to foreclose the Page 7 1156.011\801090.6 Last revised 2.2.24 currently delinquent Annual Installment; provided, however, the City shall not be required under any circumstances to purchase or make payment for the purchase of the delinquent Assessment or the corresponding Assessed Property or to use any City funds, revenues, taxes, income, or property other than moneys collected from the Assessments for the payment of Actual Costs of Authorized Improvements under this Agreement. Once PID Bonds are issued, the applicable Indenture shall control in the event of any conflict with this Agreement. 3.2 Payment of Actual Costs. Subject to Section 3.6 below, if PID Bonds are not issued (or prior to such issuance) to pay Actual Costs of Authorized Improvements, the Developer may elect to make Developer Advances to pay Actual Costs. If PID Bonds are issued, the Bond Proceeds shall be used in the manner provided in the applicable Indenture; and, except as may be required under the Development Agreement and/or an applicable Indenture, the Developer shall have no obligation to make Developer Advances for the related Authorized Improvements, unless the Bond Proceeds, together with any other funds in the PID Project Fund or PID Reimbursement Fund, are insufficient to pay the Actual Costs of such Authorized Improvements, in which case the Developer shall make Developer Advances to pay the deficit. If Developer Advances are required in connection with the issuance of a series of PID Bonds, then such Developer Advances may be reduced by the amount of payments of Actual Costs of the Authorized Improvements (or portions thereof) to be financed by such PID Bonds that the Developer has previously paid if (1) the Developer submits to the City all information related to such costs that would be required by a Closing Disbursement Request at least five (5) days prior to the pricing date of such PID Bonds, and (2) the City approves such Actual Costs in writing. The Developer shall also make Developer Advances to pay for cost overruns (after applying cost savings). The lack of Bond Proceeds or other funds in the PID Project Fund shall not diminish the obligation of the Developer to pay Actual Costs of the Authorized Improvements. 3.3 Payment of Reimbursement Agreement Balance. Subject to the terms, conditions, and requirements of this Agreement, including Section 3.6 hereof, The City agrees to pay to the Developer, and the Developer shall be entitled to receive payments from the City, until the Maturity Date, for the lesser of: (a) amounts shown on each approved Certificate for Payment for Actual Costs of Authorized Improvements paid by or at the direction of the Developer, and (b) the reimbursement amount shown in Schedule I of the SAP plus: (1) simple interest on the unpaid principal balance at a rate equal to or less than five percent (5%) above the highest average index rate for tax-exempt bonds reported in a daily or weekly bond index shown on Schedule I of the SAP that was approved by the City Council Page 8 1156.011\801090.6 Last revised 2.2.24 of the City and reported in the month before the date the obligation is incurred (which date is the date of approval by the City of the Assessment Ordinance levying the Assessments from which the Reimbursement Agreement Balance, or a portion thereof, shall be paid) for years one through five beginning on the date each Certificate for Payment is delivered to the City Representative; and (2) simple interest on the unpaid principal balance at a rate equal to or less than two percent (2%) above the highest average index rate for tax-exempt bonds reported in a daily or weekly bond index reported in the month before the date the obligation was incurred (which date is the same as the approval by the City of the Assessment Ordinance levying the Assessments from which the Reimbursement Agreement Balance, or a portion thereof, shall be paid) for years six and later (the unpaid principal balance, together with accrued but unpaid interest, owed the Developer for all Certificates for Payment is referred to as the "Reimbursement Agreement Balance"); provided, however, upon the issuance of PID Bonds, the interest rate due and unpaid on amounts shown on each Certificate for Payment to be paid to the Developer shall be the lower of: (1) the interest rate on such series of PID Bonds issued to finance the costs of the Authorized Improvements for which the Certificate for Payment was filed, or (2) the interest rate approved by the City Council of the City in the Assessment Ordinance levying the Assessments from which the Bonds shall be paid. The interest rates set forth in Schedule I of the SAP shall be approved by the City Council in each Assessment Ordinance as authorized by the Act. The principal amount of each portion of the Reimbursement Agreement Balance to be paid under each Assessment Ordinance, and the interest rate for such portion of the Reimbursement Agreement Balance, shall be shown on Schedule I attached to the SAP and Schedule I is incorporated as a part of this Agreement for all purposes. Interest shall accrue on each Reimbursement Agreement Balance from the later of: (1) final plat approval as evidenced by recording the final plat in the real property records of the County, and (2) the levy of Assessments securing such Reimbursement Agreement Balance. As the City passes and approves additional Assessment Ordinances and/or issues PID Bonds, the City shall approve an updated Schedule I as part of the updated or amended SAP for the sole purpose of showing the principal amount of the portion of the Reimbursement Agreement to be paid under such newly -adopted Assessment Ordinance and any adjustments to the interest rate for such portion of the Reimbursement Agreement Balance if applicable. Such updated Schedule I attached to the SAP shall automatically be incorporated as part of this Agreement for all purposes as if attached hereto without any further action from the Parties. Page 9 1156.011\801090.6 Last revised 2.2.24 The Reimbursement Agreement Balance is payable solely from: (1) the PID Reimbursement Fund if no PID Bonds are issued for the purposes of paying the Authorized Improvements related to such Reimbursement Agreement Balance, or (2) from PID Bond Proceeds. No other City funds, revenues, taxes, income, or property shall be used even if the Reimbursement Agreement Balance is not paid in full by the Maturity Date. All payments made from Bond Proceeds shall be made in the manner set forth in the applicable Indenture. So long as no PID Bonds are issued and the City has received and approved a Certificate for Payment, the City shall make payments to the Developer toward the Reimbursement Agreement Balance related to each Improvement Area from Assessment Revenue collected from such Improvement Area (excluding the portion of each Assessment, or Annual Installment thereof, collected for Annual Collection Costs) and deposited in the PID Reimbursement Fund. Such payments shall be in an amount not to exceed the Assessment Revenue (excluding the portion of each Assessment, or Annual Installment thereof, collected for Annual Collection Costs) related to such Improvement Area on deposit in the PID Reimbursement Fund; and, such payments shall be made at least annually and no later than 60 days after the date payment of the Annual Installments are due and payable to the City. In the event that a Prepayment of an Assessment is made prior to the issuance of PID Bonds, the City shall remit payment to the Developer of an amount of the Reimbursement Agreement Balance then due and payable not to exceed the Assessment Revenue related to such Prepayment from the Assessment Revenue deposited into the PID Reimbursement Fund within 60 days after the Prepayment is made. Each payment from the PID Reimbursement Fund shall be accompanied by an accounting that certifies the Reimbursement Agreement Balance as of the date of the payment and that itemizes all deposits to and disbursements from the fund since the last payment. Approval of a Certificate for Payment and all payments under this Agreement are predicated on: (1) the Developer constructing and installing, or the City acquiring (if applicable), the Authorized Improvements (or portion thereof) shown on each Certificate for Payment as required under the Development Agreement; (2) the Developer providing the necessary supporting documentation in the standard form for City construction projects; and (3) the City's inspection of each Authorized Improvement (or portion thereof) covered by each Certificate for Payment; provided, however, in no event shall the City Representative be authorized to approve a Certificate for Payment if the City has not previously levied an Assessment against Assessed Property within an Improvement Area related to and benefitting from the Authorized Improvements for which such Certificate for Payment has been Page 10 1156.011\801090.6 Last revised 2.2.24 submitted. If there is a dispute over the amount of any payment, the City shall nevertheless pay the undisputed amount, and the Parties shall use all reasonable efforts to resolve the disputed amount before the next payment is made; however, if the Parties are unable to resolve the disputed amount, then the City's determination of the disputed amount (as approved by the City Council) shall control. Notwithstanding anything to the contrary in this Agreement, the City shall be under no obligation to reimburse the Developer for Actual Costs of any Authorized Improvement that is not accepted by the City. The City's obligation to reimburse the Reimbursement Agreement Balance related to the Authorized Improvements for a particular Improvement Area constructed for the benefit of the Assessed Property within such Improvement Area is: (1) contingent upon the City levying Assessments against property within such Improvement Area benefitting from the Authorized Improvements, (2) payable solely from the Assessments, including the Annual Installments of such Assessments, collected from Assessed Property within such Improvement Area, and (3) not due and owing unless and until the City actually adopts an Assessment Ordinance levying such Assessments. 3.4 PID Bonds. The City, in its sole, legislative discretion, may issue PID Bonds, in one or more series, when and if the City Council determines it is financially feasible for the purposes of: (1) paying all or a portion of the Reimbursement Agreement Balance; or (2) paying directly Actual Costs of Authorized Improvements. PID Bonds issued for such purpose will be secured by and paid solely as authorized by the applicable Indenture. Upon the issuance of PID Bonds for such purpose and for so long as PID Bonds remain outstanding, the Developer's right to receive payments each year in accordance with Section 3.3 shall be subordinate to the deposits required under the applicable Indenture related to any outstanding PID Bonds and the Developer shall be entitled to receive funds pursuant to the flow of funds provisions of such Indenture. The failure of the City to issue PID Bonds shall not constitute a "Failure" by the City or otherwise result in a "Default" by the City. Upon the issuance of the PID Bonds, the Developer has a duty to construct those Authorized Improvements as described in the SAP and the Development Agreement. The Developer shall not be relieved of its duty to construct or cause to be constructed such improvements even if there are insufficient funds in the PID Project Fund to pay the Actual Costs. This Agreement shall apply to all PID Bonds issued by the City whether in one or more series, and no additional reimbursement agreement shall be required for future series of PID Bonds. Page 11 1156.011\801090.6 Last revised 2.2.24 3.5 Disbursements and Transfers at and after Bond Closing. The City and the Developer agree that from the proceeds of the PID Bonds, and upon the presentation of evidence satisfactory to the City Representative, the City will cause the trustee under the applicable Indenture to pay at closing of the PID Bonds approved amounts from the appropriate account to the persons entitled to payment for costs of issuance and payment of costs incurred in the establishment, administration, and operation of the PID and any other costs incurred by the Developer and the City as of the time of the delivery of the PID Bonds as described in the SAP. In order to receive disbursement, the Developer shall execute a Closing Disbursement Request to be delivered to the City no less than five (5) days prior to the pricing date for the applicable series of PID Bonds for payment in accordance with the provisions of the Indenture. In order to receive additional disbursements from any applicable fund under an Indenture, the Developer shall execute a Certificate for Payment, no more frequently than monthly, to be delivered to the City for payment in accordance with the provisions of the applicable Indenture and this Agreement. Upon receipt of a Certificate for Payment (along with all accompanying documentation required by the City) from the Developer, the City shall conduct a review in order to confirm that such request is complete, to confirm that the work for which payment is requested was performed in accordance with all Applicable Laws and applicable plans therefore and with the terms of this Agreement and any other agreement between the parties related to property in the PID, and to verify and approve the Actual Costs of such work specified in such Certificate for Payment. The City shall also conduct such review as is required in its discretion to confirm the matters certified in the Certificate for Payment. The Developer agrees to cooperate with the City in conducting each such review and to provide the City with such additional information and documentation as is reasonably necessary for the City to conclude each such review. The Developer further agrees that if the City provides to the Developer a sales tax exemption certificate then sales tax will not be approved for payment under a Certification for Payment. Within fifteen (15) business days following receipt of any Certificate for Payment, the City shall either: (1) approve the Certificate for Payment and forward it to the trustee for payment, or (2) provide the Developer with written notification of disapproval of all or part of a Certificate for Payment, specifying the basis for any such disapproval. Any disputes shall be resolved as required by Section 3.3 herein. The City shall deliver the approved or partially approved Certificate for Payment to the trustee for payment, and the trustee shall make the disbursements as quickly as practicable thereafter. Page 12 1156.011\801090.6 Last revised 2.2.24 3.6 Obligations Limited. The obligations of the City under this Agreement shall not, under any circumstances, give rise to or create a charge against the general credit or taxing power of the City or a debt or other obligation of the City payable from any source other than the PID Reimbursement Fund or the PID Proj ect Fund. The Parties further agree that the City's obligation under this Agreement to reimburse the Developer for Actual Costs of Authorized Improvements within any Improvement Area shall only be paid from: (1) net proceeds of PID Bonds, if issued, on deposit in the PID Project Fund related to such PID Bonds, and/or (2) Assessments, including Annual Installments of such Assessments, collected from such Improvement Area. The Parties further agree that the City's obligation under this Agreement to reimburse the Developer for Actual Costs of Authorized Improvements constructed for the benefit of any Improvement Area is: (1) contingent upon the City levying Assessments against property within such Improvement Area benefitting from the Authorized Improvements, (2) payable solely from the Assessments, including the Annual Installments of such Assessments, collected from Assessed Property within such Improvement Area, and (3) not due and owing unless and until the City actually adopts an Assessment Ordinance levying such Assessments. Concurrent with the levy of Assessments against any Improvement Area, the City will: (1) establish a separate account within the PID Reimbursement Fund relating solely to such Improvement Area, if no PID Bonds are issued, or (2) establish a separate PID Proj ect Fund under an Indenture if PID Bonds are issued, out of which the City will pay its obligations related to such Improvement Area; and, until such time, this Agreement does not create any obligations of the City with respect to any Improvement Area for which Assessments have not been levied. Unless approved by the City, no other City funds, revenues, taxes, or income of any kind shall be used to pay: (1) the Actual Costs of the Authorized Improvements; (2) the Reimbursement Agreement Balance even if the Reimbursement Agreement Balance is not paid in full on or before the Maturity Date; or (3) debt service on any PID Bonds. None of the City or any of its elected or appointed officials or any of its officers, employees, consultants or representatives shall incur any liability hereunder to the Developer or any other party in their individual capacities by reason of this Agreement or their acts or omissions under this Agreement. 3.7 Obligation to Pay. Subject to the provisions of Section 3.3 and 3.6, if the Developer is in substantial compliance with its obligations under the Development Agreement, then following the inspection and approval of any portion of Authorized Improvements for which Developer seeks reimbursement of the Actual Costs by submission of a Certificate for Payment or City approval of a Closing Disbursement Request, the obligations of the City under this Agreement to pay from Page 13 1156.011\801090.6 Last revised 2.2.24 Assessment Revenue or the net proceeds of PID Bonds, as applicable, disbursements (whether to the Developer or to any person designated by the Developer) identified in any Closing Disbursement Request or in any Certificate for Payment and to pay debt service on PID Bonds are unconditional AND NOT subject to any defenses or rights of offset except as may be provided in any Indenture. 3.8 City Delegation of Authority. All Authorized Improvements shall be constructed by or at the direction of the Developer in accordance with the plans, the Development Agreement, applicable City ordinances and regulations, and with this Agreement and any other agreement between the parties related to property in the PID. The Developer shall perform, or cause to be performed, all of its obligations and shall conduct, or cause to be conducted, all operations with respect to the construction of Authorized Improvements in a good, workmanlike and commercially reasonable manner, with the standard of diligence and care normally employed by duly qualified persons utilizing their commercially reasonable efforts in the performance of comparable work and in accordance with generally accepted practices appropriate to the activities undertaken. The Developer has sole responsibility of ensuring that all Authorized Improvements are constructed in accordance with the Development Agreement and in a good, workmanlike and commercially reasonable manner, with the standard of diligence and care normally employed by duly qualified persons utilizing their commercially reasonable efforts in the performance of comparable work and in accordance with generally accepted practices appropriate to the activities undertaken. The Developer shall employ at all times adequate staff or consultants with the requisite experience necessary to administer and coordinate all work related to the design, engineering, acquisition, construction and installation of all Authorized Improvements to be acquired and accepted by the City from the Developer. If any Authorized Improvements are or will be on land owned by the City, the City hereby grants to the Developer a license to enter upon such land for purposes related to construction (and maintenance pending acquisition and acceptance) of the Authorized Improvements. Inspection and acceptance of Authorized Improvements will be in accordance with applicable City ordinances and regulations. 3.9 Security for Authorized Improvements. Prior to completion and conveyance to the City of any Authorized Improvements, the Developer shall cause to be provided to the City a maintenance bond in the amount required by the City's subdivision regulations for applicable Authorized Improvements, which maintenance bond shall be for a term of two years from the date of final acceptance of the applicable Authorized Improvements. Any surety company through which a bond is written shall be a surety company duly authorized to do business in the State of Texas, provided that legal counsel for Page 14 1156.011\801090.6 Last revised 2.2.24 the City has the right to reject any surety company regardless of such company's authorization to do business in Texas. Nothing in this Agreement shall be deemed to prohibit the Developer or the City from contesting in good faith the validity or amount of any mechanics or materialman's lien and/or judgment nor limit the remedies available to the Developer or the City with respect thereto so long as such delay in performance shall not subject the Authorized Improvements to foreclosure, forfeiture, or sale. In the event that any such lien and/or judgment with respect to the Authorized Improvements is contested, the Developer shall be required to post or cause the delivery of a surety bond or letter of credit, whichever is preferred by the City, in an amount reasonably determined by the City, not to exceed 120 percent of the disputed amount. 3.10 Ownership and Transfer of Authorized Improvements. If requested in writing by the City, Developer shall furnish to the City a commitment for title insurance (a "Commitment") for land related to the Authorized Improvements to be acquired and accepted by the City from the Developer and not previously dedicated or otherwise conveyed to the City. The Commitment shall be made available for City review and must be approved at least fifteen (15) business days prior to the scheduled transfer of title. The City agrees to approve the Commitment unless it reveals a matter which, in the reasonable judgment of the City, would materially affect the City's use and enjoyment of the Authorized Improvements. If the City objects to any Commitment, the City shall not be obligated to accept title to the applicable Authorized Improvements until the Developer has cured the objections to the reasonable satisfaction of the City. 3.11 Remaining Funds After Completion of an Authorized Improvement. Within any applicable Improvement Area, upon the final completion of an Authorized Improvement within such Improvement Area and payment of all outstanding invoices for such Authorized Improvement, if the Actual Cost of such Authorized Improvement is less than the budgeted cost as shown in Exhibit to the SAP (a "Cost Underrun"), any remaining budgeted cost will be available to pay Cost Overruns on any other Authorized Improvement within such Improvement Area. A City Representative shall promptly confirm to the Administrator (as defined in the SAP) that such remaining amounts are available to pay such Cost Overruns, and the Developer, the Administrator and the City Representative will agree how to use such moneys to secure the payment and performance of the work for other Authorized Improvements. Any Cost Underrun for any Authorized Improvement is available to pay Cost Overruns on any other Authorized Improvement and may be added to the amount approved for Page 15 1156.011\801090.6 Last revised 2.2.24 payment in any Certificate for Payment, as agreed to by the Developer, the Administrator and the City Representative. 3.12 Contracts and Change Orders. The Developer shall be responsible for entering into all contracts and any supplemental agreements (herein referred to as "Change Orders") required for the construction of an Authorized Improvement. The Developer or its contractors may approve and implement any Change Orders even if such Change Order would increase the Actual Cost of an Authorized Improvement, but the Developer shall be solely responsible for payment of any Cost Overruns resulting from such Change Orders except to the extent amounts are available pursuant to Section 3.12 hereof. If any Change Order is for work that requires changes to be made by an engineer to the construction and design documents and plans previously approved under the Development Agreement, then such revisions made by an engineer must be submitted to the City for approval by the City's engineer prior to execution of the Change Order. SECTION 4. ADDITIONAL PROVISIONS 4.1 Term. The term of this Agreement shall begin on the Effective Date and shall continue until the earlier to occur of the Maturity Date or the date on which the Reimbursement Agreement Balance is paid in full. 4.2 No Competitive Bidding. Construction of the Authorized Improvements shall not require competitive bidding pursuant to Section 252.022(a) (9) of the Texas Local Government Code, as amended. All plans and specifications, but not construction contracts, shall be reviewed and approved, in writing, by the City prior to Developer selecting the contractor. The City, at its election made prior to the Developer entering into a construction contract, shall have the right to examine and approve the contractor selected by the Developer prior to executing a construction contract with the contractor, which approval shall not be unreasonably delayed or withheld. 4.3 Independent Contractor. In performing this Agreement, the Developer is an independent contractor and not the agent or employee of the City. 4.4 Audit. The City Representative shall have the right, during normal business hours and upon five (5) business days' prior written notice to the Developer, to review all books and records of the Developer pertaining to costs and expenses incurred by the Developer with respect to any of the Authorized Improvements. For a period of two years after completion of the Authorized Improvements, the Developer shall maintain proper books of record and account for the Page 16 1156.011\801090.6 Last revised 2.2.24 construction of the Authorized Improvements and all costs related thereto. Such accounting books shall be maintained in accordance with customary real estate accounting principles. The Developer shall have the right, during normal business hours, to review all records and accounts pertaining to the Assessments upon written request to the City. The City shall provide the Developer an opportunity to inspect such books and records relating to the Assessments during the City's regular business hours and on a mutually agreeable date no later than ten (10) business days after the City receives such written request. The City shall keep and maintain a proper and complete system of records and accounts pertaining to the Assessments for so long as PID Bonds remain outstanding or Reimbursement Agreement Balance remains unpaid. 4.5 Developer's Right to Protest Ad Valorem Taxes. Nothing in this Agreement shall be construed to limit or restrict Developer's right to protest ad valorem taxes. The Developer's decision to protest ad valorem taxes on Assessed Property does not constitute a Default under this Agreement. 4.6 PID Administration and Collection of Assessments. The Administrator shall have the responsibilities provided in the SAP related to the duties and responsibilities of the administration of the PID, and the City shall provide the Developer with a copy of the agreement between the City and the Administrator. If the City contracts with a third -party for the collection of Annual Installments of the Assessments, the City shall provide the Developer with a copy of such agreement. For so long as PID Bonds remain outstanding or the Reimbursement Agreement Balance remains unpaid, the City shall notify the Developer of any change of administrator or third -party collection of the Assessments. 4.7 Representations and Warranties. 4.7.1 The Developer represents and warrants to the City that: (1) the Developer has the authority to enter into and perform its obligations under this Agreement; (2) the Developer has the financial resources, or the ability to collect sufficient financial resources, to meet its obligations under this Agreement; (3) the person executing this Agreement on behalf of the Developer has been duly authorized to do so; (4) this Agreement is binding upon the Developer in accordance with its terms; and (5) the execution of this Agreement and the performance by the Developer of its obligations under this Agreement do not constitute a breach or event of default by the Developer under any other agreement, instrument, or order to which the Developer is a party or by which the Developer is bound. Page 17 1156.011\801090.6 Last revised 2.2.24 4.7.2 The City represents and warrants to the Developer that: (1) the City has the authority to enter into and perform its obligations under this Agreement; (2) the person executing this Agreement on behalf of the City has been duly authorized to do so; (3) this Agreement is binding upon the City in accordance with its terms; and (4) the execution of this Agreement and the performance by the City of its obligations under this Agreement do not constitute a breach or event of default by the City under any other agreement, instrument, or order to which the City is a party or by which the City is bound. 4.8 Default/Remedies. 4.8.1 If either Party fails to perform an obligation imposed on such Party by this Agreement (a "Failure") and such Failure is not cured after notice and the expiration of the cure periods provided in this section, then such Failure shall constitute a "Default." If a Failure is monetary, the non-performing Party shall have ten (10) days within which to cure. If the Failure is non -monetary, the non-performing Party shall have thirty (30) days within which to cure. 4.8.2 If the Developer is in Default, the City shall have available all remedies at law or in equity; provided no default by the Developer shall entitle the City to terminate this Agreement or to withhold payments to the Developer from the PID Reimbursement Fund or the PID Project Fund in accordance with this Agreement and the Indenture. 4.8.3 If the City is in Default, the Developer shall have available all remedies at law or in equity; provided, however, no Default by the City shall entitle the Developer to terminate this Agreement. 4.8.4 The City shall give notice of any alleged Failure by the Developer to each Transferee identified in any notice from the Developer, and such Transferees shall have the right, but not the obligation, to cure the alleged Failure within the same cure periods that are provided to the Developer. The election by a Transferee to cure a Failure by the Developer shall constitute a cure by the Developer but shall not obligate the Transferee to be bound by this Agreement unless the Transferee agrees in writing to be bound. 4.9 Remedies Outside the Agreement. Nothing in this Agreement constitutes a waiver by the City of any remedy the City may have outside this Agreement against the Developer, any Transferee, or Page 18 1156.011\801090.6 Last revised 2.2.24 any other person or entity involved in the design, construction, or installation of the Authorized Improvements. The obligations of the Developer hereunder shall be those of a party hereto and not as an owner of property in the PID. Nothing herein shall be construed as affecting the City's or the Developer's rights or duties to perform their respective obligations under other agreements, use regulations, or subdivision requirements relating to the development property in the PID. 4.10 Estoppel Certificate. From time to time upon written request of the Developer, the City Manager will execute a written estoppel certificate, in form and substance satisfactory to both Parties that: (1) identifies any obligations of the Developer under this Agreement that are in default or, with the giving of notice or passage of time, would be in default; or (2) states, to the extent true, that to the best knowledge and belief of the City, the Developer is in compliance with its duties and obligations under this Agreement. 4.11 Transfers. The Developer has the right to convey, transfer, assign, mortgage, pledge, or otherwise encumber, in whole or in part without the consent of (but with notice to) the City, the Developer's right, title, or interest to payments under this Agreement (but not performance obligations) including, but not limited to, any right, title, or interest of the Developer in and to payments of the Reimbursement Agreement Balance, whether such payments are from the PID Reimbursement Fund in accordance with Section 3.3 or from Bond Proceeds (any of the foregoing, a "Transfer," and the person or entity to whom the transfer is made, a "Transferee"); provided, however, that no such conveyance, transfer, assignment, mortgage, pledge or other encumbrance shall be made without prior written consent of the City if such conveyance, transfer, assignment, mortgage, pledge or other encumbrance would result in: (1) the issuance of municipal securities, and/or (2) the City being viewed as an "obligated person" within the meaning of Rule 15c2-12 of the United States Securities and Exchange Commission, and/or (3) the City being subject to additional reporting or recordkeeping duties. Notwithstanding the foregoing, no Transfer shall be effective until notice of the Transfer is given to the City. The City may rely on notice of a Transfer received from the Developer without obligation to investigate or confirm the validity of the Transfer. The Developer waives all rights or claims against the City for any funds paid to a third party as a result of a Transfer for which the City received notice. 4.12 Applicable Law; Venue. This Agreement is being executed and delivered and is intended to be performed in the State of Texas. Except to the extent that the laws of the United States may apply, the Page 19 1156.011\801090.6 Last revised 2.2.24 substantive laws of the State of Texas shall govern the interpretation and enforcement of this Agreement. In the event of a dispute involving this Agreement, venue shall lie in any court of competent jurisdiction in Nueces County, Texas. 4.13 Notice. Any notice referenced in this Agreement must be in writing and shall be deemed given at the addresses shown below: (1) when delivered by a nationally recognized delivery service such as FedEx or UPS with evidence of delivery signed by any person at the delivery address regardless of whether such person is the named addressee; or (2) 72 hours after deposited with the United States Postal Service, Certified Mail, Return Receipt Requested. To the City: Attn: City Manager's Office City of Corpus Christi P.O. Gox 9277 Corpus Christi, Texas 78469-9277 E-mail: ElsyB@cctexas.com With a copy to: Attn: City Attorney's Office City of Corpus Christi P.O. Gox 9277 Corpus Christi, Texas 78469-9277 E-mail: MilesR@cctexas.com To the Developer: Attn: Steve Yetts Ashlar Interests, LLC 400 Las Colinas Blvd. E., Suite 1075 Irving, Texas 75039 E-mail: syetts@ashlardev.com With a copy to: Attn: Misty Ventura Shupe Ventura, PLLC 9406 Biscayne Blvd. Dallas, Texas 75218 E-mail :misty .ventura@svlandlaw. com TEL: (214) 328-1101 FAX: (800) 519-3768 Any Party may change its address by delivering notice of the change in accordance with this section. 4.14 Conflicts; Amendment. In the event of any conflict between this Agreement and any other instrument, document, or agreement by which either Party is bound, the provisions and intent of the applicable Indenture controls. This Agreement may only be amended by written agreement of the Parties. Page 20 1156.011\801090.6 Last revised 2.2.24 4.15 Severability. If any provision of this Agreement is held invalid by any court, such holding shall not affect the validity of the remaining provisions. 4.16 Non -Waiver. The failure by a Party to insist upon the strict performance of any provision of this Agreement by the other Party, or the failure by a Party to exercise its rights upon a Default by the other Party, shall not constitute a waiver of such Party's right to insist and demand strict compliance by such other Party with the provisions of this Agreement. 4.17 Third Party Beneficiaries. Nothing in this Agreement is intended to or shall be construed to confer upon any person or entity other than the City, the Developer, and Transferees any rights under or by reason of this Agreement. All provisions of this Agreement shall be for the sole and exclusive benefit of the City, the Developer, and Transferees. 4.18 Counterparts. This Agreement may be executed in multiple counterparts, which, when taken together, shall be deemed one original. 4.19 Employment of Undocumented Workers. During the term of this Agreement, the Developer agrees not to knowingly employ any undocumented workers and, if convicted of a violation under 8 U. S.C. Section 1324a(f), the Developer shall repay the incentives granted herein within 120 days after the date the Developer is notified by the City of such violation, plus interest at the rate of six percent (6%) compounded annually from the date of violation until paid. Pursuant to Section 2264.101(c), Texas Government Code, a business is not liable for a violation of Chapter 2264 by a subsidiary, affiliate, or franchisee of the business, or by a person with whom the business contracts. 4.20 No Boycott of Israel. The Developer hereby verifies that it and its parent company, wholly- or majority-owned subsidiaries, and other affiliates, if any, do not boycott Israel and will not boycott Israel during the term of this Agreement. As used in the foregoing verification, 'boycott Israel,' has the meaning in Section 2271.001, Texas Government Code, by reference to Section 808.001(1), Texas Government Code, and means refusing to deal with, terminating business activities with, or otherwise taking any action that is intended to penalize, inflict economic harm on, or limit commercial relations specifically with Israel, or with a person or entity doing business in Israel or in an Israeli -controlled territory, but does not include an action made for ordinary business purposes. 4.21 Iran, Sudan, and Foreign Terrorist Organizations. The Developer represents that neither it nor any of its parent company, wholly- or majority-owned subsidiaries, and other affiliates is a company Page 21 1156.011\801090.6 Last revised 2.2.24 identified on a list prepared and maintained by the Texas Comptroller of Public Accounts under Section 2252.153 or Section 2270.0201, Texas Government Code, as amended. The foregoing representation excludes the Developer and each of its parent company, wholly- or majority-owned subsidiaries, and other affiliates, if any, that the United States government has affirmatively declared to be excluded from its federal sanctions regime relating to Sudan or Iran or any federal sanctions regime relating to a foreign terrorist organization. 4.22 No Discrimination Against Fossil Fuel Companies. The Developer hereby verifies that it and its parent company, wholly- or majority-owned subsidiaries, and other affiliates, if any, do not boycott energy companies and will not boycott energy companies during the term of this Agreement. As used in the foregoing verification, "boycott energy companies" has the meaning in Section 2274.001(1), Texas Government Code (as enacted by such Senate Bill) by reference to Section 809.001, Texas Government Code (also as enacted by such Senate Bill), and means, without an ordinary business purpose, refusing to deal with, terminating business activities with, or otherwise taking any action that is intended to penalize, inflict economic harm on, or limit commercial relations with a company because the company (A) engages in the exploration, production, utilization, transportation, sale, or manufacturing of fossil fuel -based energy and does not commit or pledge to meet environmental standards beyond applicable federal and state law; or (B) does business with a company described by (A) above. 4.23 No Discrimination Against Firearm Entities and Firearm Trade Associations. The Developer hereby verifies that it and its parent company, wholly- or majority-owned subsidiaries, and other affiliates, if any, do not have a practice, policy, guidance, or directive that discriminates against a firearm entity or firearm trade association and will not discriminate against a firearm entity or firearm trade association during the term of this Agreement. As used in the foregoing verification and the following definitions: (a) 'discriminate against a firearm entity or firearm trade association,' has the meaning in Section 2274.001(3), Texas Government Code (as enacted by such Senate Bill), and means: (A) with respect to the firearm entity or firearm trade association, to (i) refuse to engage in the trade of any goods or services with the firearm entity or firearm trade association based solely on its status as a firearm entity or firearm trade association, (ii) refrain from continuing an existing business relationship with the firearm entity or firearm trade association Page 22 1156.011\801090.6 Last revised 2.2.24 based solely on its status as a firearm entity or firearm trade association, or (iii) terminate an existing business relationship with the firearm entity or firearm trade association based solely on its status as a firearm entity or firearm trade association, and (B) does not include: (i) the established policies of a merchant, retail seller, or platform that restrict or prohibit the listing or selling of ammunition, firearms, or firearm accessories and (ii) a company's refusal to engage in the trade of any goods or services, decision to refrain from continuing an existing business relationship, or decision to terminate an existing business relationship (aa) to comply with federal, state, or local law, policy, or regulations or a directive by a regulatory agency or (bb) for any traditional business reason that is specific to the customer or potential customer and not based solely on an entity's or association's status as a firearm entity or firearm trade association; (b) 'firearm entity,' has the meaning in Section 2274.001(6), Texas Government Code (as enacted by such Senate Bill), and means a manufacturer, distributor, wholesaler, supplier, or retailer of firearms (defined in Section 2274.001(4), Texas Government Code, as enacted by such Senate Bill, as weapons that expel projectiles by the action of explosive or expanding gases), firearm accessories (defined in Section 2274.001(5), Texas Government Code, as enacted by such Senate Bill, as devices specifically designed or adapted to enable an individual to wear, carry, store, or mount a firearm on the individual or on a conveyance and items used in conjunction with or mounted on a firearm that are not essential to the basic function of the firearm, including detachable firearm magazines), or ammunition (defined in Section 2274.001(1), Texas Government Code, as enacted by such Senate Bill, as a loaded cartridge case, primer, bullet, or propellant powder with or without a projectile) or a sport shooting range (defined in Section 250.001, Texas Local Government Code, as a business establishment, private club, or association that operates an area for the discharge or other use of firearms for silhouette, skeet, trap, black powder, target, self-defense, or similar recreational shooting); and (c) 'firearm trade association,' has the meaning in Section 2274.001(7), Texas Government Code (as enacted by such Senate Bill), and means any person, corporation, unincorporated association, federation, business league, or business organization that (i) is not organized or operated for profit (and none of the net earnings of which inures to the benefit of any private shareholder or individual), (ii) has two or more firearm entities as members, and Page 23 1156.011\801090.6 Last revised 2.2.24 (iii) is exempt from federal income taxation under Section 501(a), Internal Revenue Code of 1986, as an organization described by Section 501(c) of that code." 4.24 Affiliate. As used in Sections 4.19 through 4.24, the Developer understands 'affiliate' to mean an entity that controls, is controlled by, or is under common control with the Developer within the meaning of SEC Rule 405, 17 C.F.R. § 230.405, and exists to make a profit. 4.25 Texas Attorney General Standing Letter. The Developer represents that it has, as of the Effective Date, on file with the Texas Attorney General a standing letter addressing the representations and verifications hereinbefore described in the form attached as Exhibit B to the Updated Recommendations for Compliance with the Texas BPA Verification and Representation Requirements (December 1, 2023) of the Municipal Advisory Council of Texas or any other form accepted by the Texas Attorney General (a "Standing Letter"). In addition, if the Developer or the parent company, a wholly- or majority-owned subsidiary or another affiliate of the Developer receives or has received a letter from the Texas Comptroller of Public Accounts or the Texas Attorney General seeking written verification that the Developer is a member of the Net Zero Banking Alliance, Net Zero Insurance Alliance, Net Zero Asset Owner Alliance, or Net Zero Asset Managers or of the representations and certifications contained in the Developer's Standing Letter (a "Request Letter"), the Developer shall promptly notify the City (if it has not already done so) and provide to the City, two business days prior to the Effective Date and additionally upon request by the City, written verification to the effect that its Standing Letter described in the preceding sentence remains in effect and may be relied upon by the City and the Texas Attorney General (the "Bringdown Verification"). The Bringdown Verification shall also confirm that the Developer (or the parent company, a wholly- or majority-owned subsidiary or other affiliate of the Developer that received the Request Letter) intends to timely respond or has timely responded to the Request Letter. The Bringdown Verification may be in the form of an e-mail. 4.26 Form 1295. Submitted herewith is a completed Form 1295 generated by the Texas Ethics Commission's (the "TEC") electronic filing application in accordance with the provisions of Section 2252.908 of the Texas Government Code and the rules promulgated by the TEC (the "Form 1295"). The City hereby confirms receipt of the Form 1295 from the Developer, and the City agrees to acknowledge such form with the TEC through its electronic filing application system not later than the 30th day after the receipt of such form. The Parties understand and agree that, with the exception of information identifying the City and the contract identification number, neither the City nor its Page 24 1156.011\801090.6 Last revised 2.2.24 consultants are responsible for the information contained in the Form 1295; that the information contained in the Form 1295 has been provided solely by the Developer; and, neither the City nor its consultants have verified. 4.27 Changes in Law. The Parties acknowledge and expressly agree that, during the Term, either Party may take advantage of changes in the law notwithstanding anything to the contrary in this Agreement. 4.28 Public Information. Notwithstanding any other provision to the contrary in this Agreement, all information, documents, and communications relating to this Agreement may be subject to the Texas Public Information Act and any opinion of the Texas Attorney General or a court of competent jurisdiction relating to the Texas Public Information Act. The requirements of Subchapter J, Chapter 552, Texas Government Code, may apply to this Agreement and the Developer agrees that this Agreement may be terminated if the Developer knowingly or intentionally fails to comply with a requirement of that subchapter, if applicable, and the Developer fails to cure the violation on or before the tenth business day after the date the City provides notice to Developer of noncompliance with Subchapter J, Chapter 552. Pursuant to Section 552.372, Texas Government Code, Developer is required to preserve all contracting information related to this Agreement as provided by the records retention requirements applicable to the City for the duration of this Agreement; promptly provide to the City any contracting information related to this Agreement that is in the custody or possession of the Developer on request of the City; and on completion of the Agreement, either provide at no cost to the City all contracting information related to the contract that is in the custody or possession of the entity or preserve the contracting information related to the contract as provided by the records retention requirements applicable to the City. [Execution pages follow.] Page 25 1156.011\801090.6 Last revised 2.2.24 CITY: CITY OF CORPUS CHRISTI, TEXAS By: Paulette Guajardo, Mayor ATTEST: By: Rebecca Huerta, City Secretary APPROVED AS TO FORM AND LEGALITY: By: , [Assistant] City Attorney [for City Attorney] CITY SIGNATURE PAGE TO REIMBURSEMENT AGREEMENT - WHITECAP PUBLIC IMPROVEMENT DISTRICT 1156.011\801090.6 Last revised 2.2.24 DEVELOPER: ASHLAR INTERESTS, LLC a Texas limited liability company By: Title: DEVELOPER SIGNATURE PAGE TO REIMBURSEMENT AGREEMENT - WHITECAP PUBLIC IMPROVEMENT DISTRICT No. 1 1156.011\801090.6 Last revised 2.2.24 EXHIBIT A CERTIFICATE FOR PAYMENT FORM The undersigned is an agent for Ashlar Interests, LLC (the "Developer") and requests payment from the applicable account of the [PID Reimbursement Fund] [PID Project Fund] from the City of Corpus Christi, Texas (the "City") in the amount of for labor, materials, fees, and/or other general costs related to the creation, acquisition, or construction of certain Authorized Improvements providing a special benefit to property within the Whitecap Public Improvement District No. 1. Unless otherwise defined, any capitalized terms used herein shall have the meanings ascribed to them in the PID Reimbursement Agreement between the City and the Developer, effective as of , 20 (the "Reimbursement Agreement"). In connection with the above referenced payment, the Developer represents and warrants to the City as follows: 1. The undersigned is a duly authorized officer of the Developer, is qualified to execute this Certificate for Payment Form on behalf of the Developer and is knowledgeable as to the matters set forth herein. 2. The payment requested for the below referenced Authorized Improvements has not been the subject of any prior payment request submitted for the same work to the City or, if previously requested, no disbursement was made with respect thereto. 3. The amount listed for the Authorized Improvements below is a true and accurate representation of the Actual Costs associated with the creation, acquisition, or construction of said Authorized Improvements, and such costs (i) are in compliance with the Reimbursement Agreement, and (ii) are consistent with the Service and Assessment Plan. 4. The Developer is in compliance with the terms and provisions of the Reimbursement Agreement, the Indenture, the Service and Assessment Plan and the Development Agreement. 5. The Developer has timely paid all ad valorem taxes and annual installments of special assessments it owes or an entity the Developer controls owes, located in the Whitecap Public Improvement District and has no outstanding delinquencies for such assessments. 6. All conditions set forth in the Indenture (as defined in the Reimbursement Agreement) for the payment hereby requested have been satisfied. 7. The work with respect to the Authorized Improvements referenced below (or its completed segment) has been completed, and the City has inspected such Authorized Improvements (or its completed segment). EXHIBIT A - PAGE 1 1156.011\801090.6 Last revised 2.2.24 8. The Developer agrees to cooperate with the City in conducting its review of the requested payment and agrees to provide additional information and documentation as is reasonably necessary for the City to complete said review. 9. No more than ninety-five percent (95%) of the budgeted or contracted hard costs for major improvements or any phase of Authorized Improvements identified may be paid until the work with respect to such Authorized Improvements (or segment) has been completed and the City has accepted such Authorized Improvements (or segment). One hundred percent (100%) of soft costs (e.g., engineering costs, inspection fees and the like) may be paid prior to City acceptance of such Authorized Improvements (or segment). Payments requested are as follows: a. X amount to Person or Account Y for Z goods or services. b. Etc. [If the Authorized Improvements are to be paid in part from one series of PID Bonds and in part from another, insert the following: As required by Section of the Indenture, the costs for the Authorized Improvements that constitutes the pro -rata share of such Authorized Improvements allocable to the designated Bonds shall be paid as follows: Authorized Improvements: Amount to be paid from Amount to be paid from Total Cost of Authorized Improvements Fund Fund Attached hereto are receipts, purchase orders, change orders, and similar instruments which support and validate the above requested payments. Also attached hereto are "bills paid" affidavits and supporting documentation in the standard form for City construction projects. Pursuant to the Reimbursement Agreement, after receiving this payment request, the City has inspected the Authorized Improvements (or completed segment) and confirmed that said work has been completed in accordance with approved plans and all applicable governmental laws, rules, and regulations. EXHIBIT A - PAGE 2 1156.011\801090.6 Last revised 2.2.24 I hereby declare that the above representations and warranties are true and correct. ASHLAR INTERESTS, LLC a Texas limited liability company By: Title: EXHIBIT A - PAGE 3 1156.011\801090.6 Last revised 2.2.24 APPROVAL OF REQUEST BY CITY The City is in receipt of the attached Certificate for Payment, acknowledges the Certificate for Payment, acknowledges that the Authorized Improvements (or its completed segment) covered by the certificate have been inspected by the City, and otherwise finds the Certificate for Payment to be in order. After reviewing the Certificate for Payment, the City approves the Certificate for Payment and shall [include said payments in the City Certificate submitted to the Trustee directing payments to be made from the appropriate account of the PID Project Fund] [direct payment from the PID Reimbursement Fund] to the Developer or to any person designated by the Developer. CITY OF CORPUS CHRISTI, TEXAS By: Name: Title: Date: EXHIBIT A - PAGE 4 1156.011\801090.6 Last revised 2.2.24 Exhibit B FORM OF CLOSING DISBURSEMENT REQUEST The undersigned is an agent for (the "Developer") and requests payment to the Developer (or to the person designated by the Developer) from the Cost of Issuance Account of the Project Fund from (the "Trustee") in the amount of ($ ) to be transferred from the Cost of Issuance Account of the PID Project Fund upon the delivery of the PID Bonds for costs incurred in the establishment, administration, and operation of the Whitecap Public Improvement District No. 1 (the "District"), as follows. Unless otherwise defined, any capitalized terms used herein shall have the meanings ascribed to them in the Indenture of Trust by and between the City and the Trustee dated as of , 20 (the "Indenture") relating to the [INSERT NAME OF BONDS] (the "PID Bonds"). In connection with the above referenced payment, the Developer represents and warrants to the City as follows: 1. The undersigned is a duly authorized officer of the Developer, is qualified to execute this Closing Disbursement Request on behalf of the Developer and is knowledgeable as to the matters set forth herein. 2. The payment requested for the below referenced establishment, administration, and operation of the District at the time of the delivery of the PID Bonds have not been the subject of any prior payment request submitted to the City. 3. The amount listed for the below costs is a true and accurate representation of the Actual Costs associated with the establishment, administration and operation of the District at the time of the delivery of the PID Bonds, and such costs are in compliance with the Service and Assessment Plan. 4. The Developer is in compliance with the terms and provisions of the Reimbursement Agreement, the Indenture, the Service and Assessment Plan, and the Development Agreement. 5. All conditions set forth in the Indenture and the Reimbursement Agreement for the payment hereby requested have been satisfied. 6. The Developer agrees to cooperate with the City in conducting its review of the requested payment and agrees to provide additional information and documentation as is reasonably necessary for the City to complete said review. Payments requested hereunder shall be made as directed below: [Information regarding Payee, amount, and deposit instructions attached] I hereby declare that the above representations and warranties are true and correct. EXHIBIT B - PAGE 1 1156.011\801090.6 Last revised 2.2.24 ASHLAR INTERESTS, LLC a Texas limited liability company By: Title: EXHIBIT B - PAGE 2 1156.011\801090.6 Last revised 2.2.24 APPROVAL OF REQUEST BY CITY The City is in receipt of the attached Closing Disbursement Request, acknowledges the Closing Disbursement Request, and finds the Closing Disbursement Request to be in order. After reviewing the Closing Disbursement Request, the City approves the Closing Disbursement Request and shall include said payments in the City Certificate submitted to the Trustee directing payments to be made from Costs of Issuance Account upon delivery of the PID Bonds. CITY OF CORPUS CHRISTI, TEXAS By: Name: Title: Date: EXHIBIT B - PAGE 3 1156.011\801090.6 Whitecap Public Improvement District No. 1 FINAL SERVICE AND ASSESSMENT PLAN 2/20/2024 PSS AUS1IN, TX 1 NORTH RICHLAND HILLS, TX 1 HOUSTON, TX TABLE OF CONTENTS Table of Contents 1 Introduction 3 Section I: Definitions 4 Section II: The District 11 Section III: Authorized Improvements 11 Section IV: Service Plan 13 Section V: Assessment Plan 14 Section VI: Terms of the Assessments 17 Section VII: Assessment Roll 23 Section VIII: Additional Provisions 23 Schedule and Exhibits 26 Schedule I 27 Appendices 28 Exhibit A-1 — Map of the District 29 Exhibit A-2 — Plats of Improvement Area #1 30 Exhibit A-3 — Map of the Preserve 40 Exhibit A-4 — Map of Remainder Area 41 Exhibit A-5 — Lot Type Classification Map 42 Exhibit B — Project Costs 43 Exhibit C — Service Plan 44 Exhibit D — Sources and Uses of Funds 45 Exhibit E — Maximum Assessment and Tax Rate Equivalent 46 Exhibit F-1 — Improvement Area #1 Assessment Roll 47 Exhibit F-2 — Improvement Area #1 Annual Installments 53 Exhibit G-1 — Maps of Initial Common to All Improvements 54 Exhibit G-2 — Maps of Improvement Area #1 Improvements 55 Exhibit H — Form of Notice of Assessment Termination 59 Exhibit I —Annual Installment Schedule for the Improvement Area #1 Reimbursement Obligation 62 Exhibit J-1 — District Legal Description 63 WHITECAP PUBLIC IMPROVEMENT DISTRICT NO. 1 FINAL SERVICE AND ASSESSMENT PLAN 1 Exhibit J-2 —Improvement Area #1 Legal Description 77 Exhibit J-3 — The Preserve Legal Description 80 Appendix A — Engineer's Report 82 Appendix B — Buyer Disclosures 83 Whitecap Public Improvement District No. 1 - Improvement Area #1 Initial Parcel Buyer Disclosure 84 Whitecap Public Improvement District No. 1 - Improvement Area #1 Lot Type 1 Buyer Disclosure 90 Whitecap Public Improvement District No. 1 - Improvement Area #1 Lot Type 2 Buyer Disclosure 96 Whitecap Public Improvement District No. 1- Improvement Area #1 Lot Type 3 Buyer Disclosure 102 Whitecap Public Improvement District No. 1- Improvement Area #1 Lot Type 4 Buyer Disclosure 108 Whitecap Public Improvement District No. 1 - Improvement Area #1 Lot Type 5 Buyer Disclosure 114 Whitecap Public Improvement District No. 1 - Improvement Area #1 Lot Type 6 Buyer Disclosure 120 Whitecap Public Improvement District No. 1- Improvement Area #1 Lot Type 7 Buyer Disclosure 126 WHITECAP PUBLIC IMPROVEMENT DISTRICT NO. 1 FINAL SERVICE AND ASSESSMENT PLAN 2 INTRODUCTION Capitalized terms used in this Service and Assessment Plan shall have the meanings given to them in Section 1 unless otherwise defined in this Service and Assessment Plan or unless the context in which a term is used clearly requires a different meaning. Unless otherwise defined, a reference to a "Section," an "Exhibit," or an "Appendix" shall be a reference to a Section of this Service and Assessment Plan or an Exhibit or Appendix attached to and made a part of this Service and Assessment Plan for all purposes. The City Council passed and approved Resolution No. 032761 authorizing the establishment of the District on May 17, 2022 in accordance with the PID Act, and recorded such Resolution in the real property records of Nueces County, Texas, as Instrument No. 2022024701 on May 20 2022, and such authorization was effective upon approval of the Resolution in accordance with the PID Act. The purpose of the District is to finance the Actual Costs of Authorized Improvements that confer a special benefit on approximately 242.011 acres located within the corporate limits of the City, as described by the legal description on Exhibit J-1 and depicted on Exhibit A-1. The PID Act requires a service plan must (i) cover a period of at least five years; (ii) define the annual indebtedness and projected cost of the Authorized Improvements; and (iii) include a copy of the notice form required by Section 5.014 of the Texas Property Code, as amended. The Service Plan is contained in Section IV and the notice form is attached as Appendix B. The PID Act requires that the Service Plan include an Assessment Plan that assesses the Actual Costs of the Authorized Improvements against the Assessed Property within the District based on the special benefits conferred on such property by the Authorized Improvements. The Assessment Plan is contained in Section V. The PID Act requires an Assessment Roll that states the Assessment against each Parcel determined by the method chosen by the City Council. The Assessment against each Parcel of Assessed Property must be sufficient to pay the share of the Actual Costs of the Authorized Improvements apportioned to such Parcel and cannot exceed the special benefit conferred on the Parcel by such Authorized Improvements. The Improvement Area #1 Assessment Roll is included as Exhibit F-1. WHITECAP PUBLIC IMPROVEMENT DISTRICT NO. 1 FINAL SERVICE AND ASSESSMENT PLAN 3 SECTION I: DEFINITIONS "Actual Costs" mean, with respect to Authorized Improvements, the actual costs paid or incurred by or on behalf of the Developer, (either directly or through affiliates), including: (1) the costs for the design, planning, financing, administration/management, acquisition, installation, construction and/or implementation of such Authorized Improvements; (2) the fees paid for obtaining permits, licenses, or other governmental approvals for such Authorized Improvements; (3) the costs for external professional services, such as engineering, geotechnical, surveying, land planning, architectural landscapers, appraisals, legal, accounting, and similar professional services; (4) the costs for all labor, bonds, and materials, including equipment and fixtures, owing to contractors, builders, and materialmen engaged in connection with the acquisition, construction, or implementation of the Authorized Improvements; (5) all related permitting and public approval expenses, and architectural, engineering, consulting, and other governmental fees and charges; and (6) costs to implement, administer, and manage the above-described activities including, but not limited to, a construction management fee equal to four percent (4%) of construction costs if managed by or on behalf of the Developer. "Additional Interest" means the amount collected by the application of the Additional Interest Rate. "Additional Interest Rate" means the 0.50% additional interest rate that may be charged on Assessments securing PID Bonds pursuant to Section 372.018 of the PID Act. The Additional Interest Rate is not charged on Assessments securing any reimbursement obligation for which no PID Bonds are issued. "Administrator" means the City or independent firm designated by the City who shall have the responsibilities provided in this Service and Assessment Plan, any Indenture, or any other agreement or document approved by the City related to the duties and responsibilities of the administration of the District. The initial Administrator is P3Works, LLC. "Annual Collection Costs" mean the actual or budgeted costs and expenses related to the operation of the District, including, but not limited to, costs and expenses for: (1) the Administrator; (2) City staff; (3) legal counsel, engineers, accountants, financial advisors, and other consultants engaged by the City; (4) calculating, collecting, and maintaining records with respect to Assessments and Annual Installments, including the costs of foreclosure; (5) preparing and maintaining records with respect to Assessment Rolls and Annual Service Plan Updates; (6) paying and redeeming PID Bonds; (7) investing or depositing Assessments and Annual Installments; (8) complying with this Service and Assessment Plan, the PID Act, and any Indenture, with respect to the PID Bonds, including the City's continuing disclosure requirements; WHITECAP PUBLIC IMPROVEMENT DISTRICT NO. 1 FINAL SERVICE AND ASSESSMENT PLAN 4 and (9) the paying agent/registrar and Trustee in connection with PID Bonds, including their respective legal counsel. Annual Collection Costs collected but not expended in any year shall be carried forward and applied to reduce Annual Collection Costs for subsequent years. "Annual Installment" means the annual installment payment of an Assessment as calculated by the Administrator and approved by the City Council, that includes: (1) principal; (2) interest; (3) Annual Collection Costs; and (4) Additional Interest related to the PID Bonds, if applicable. "Annual Service Plan Update" means an update to this Service and Assessment Plan prepared no less frequently than annually by the Administrator and approved by the City Council. "Assessed Property" means any Parcel within the District against which an Assessment is levied. "Assessment" means an assessment levied against Assessed Property and imposed pursuant to an Assessment Ordinance and the provisions herein, as shown on an Assessment Roll, subject to reallocation upon the subdivision of such Assessed Property or reduction according to the provisions herein and in the PID Act. "Assessment Ordinance" means one or more ordinances adopted by the City Council in accordance with the PID Act that levies an Assessment on the Assessed Property, as shown on any Assessment Roll. "Assessment Plan" means the methodology employed to assess the Actual Costs of the Authorized Improvements against the Assessed Property based on the special benefits conferred on such property by the Authorized Improvements, more specifically set forth and described in Section V. "Assessment Roll" means any assessment roll for the Assessed Property, including the Improvement Area #1 Assessment Roll, as updated, modified or amended from time to time in accordance with the procedures set forth herein and in the PID Act, including updates prepared in connection with the issuance of PID Bonds or in any Annual Service Plan Updates. "Authorized Improvements" means the improvements authorized by Section 372.003 of the PID Act, including the Common to All Improvements, the Improvement Area #1 Improvements, Bond Issuance Costs, and deposit to administrative fund, and described in Sections III.A, Section III.B, Section III.C, and Section III.D as further depicted on Exhibits G-1 and G-2. "Bond Issuance Costs" means the costs associated with issuing PID Bonds, including, but not limited to, attorney fees, financial advisory fees, consultant fees, appraisal fees, printing costs, publication costs, capitalized interest, reserve fund requirements, underwriter's discount, fees charged by the Texas Attorney General, and any other cost or expense incurred by the City directly associated with the issuance of any series of PID Bonds. WHITECAP PUBLIC IMPROVEMENT DISTRICT NO. 1 FINAL SERVICE AND ASSESSMENT PLAN 5 "City" means the City of Corpus Christi, Texas. "City Council" means the governing body of the City. "Common to All Improvements" means those certain Authorized Improvements that confer a special benefit to all of the property within the District, excluding Non -Benefited Property. The Common to All Improvements includes the Initial Common to All Improvements as well as future improvements that are to be determined and identified in future updates to this Service and Assessment Plan. "County" means Nueces County, Texas. "Delinquent Collection Costs" mean costs directly or indirectly related to the foreclosure on Assessed Property and the costs of collection of delinquent Assessments, delinquent Annual Installments, or any other delinquent amounts due under this Service and Assessment Plan, including penalties and reasonable attorney's fees actually paid, but excluding amounts representing interest and penalty interest. "Developer" means Ashlar Interests, LLC and any successors or assigns thereof, engaged by the Owner to develop the property in the District for the ultimate purpose of transferring title to end users. "Development Agreement" means the Development Agreement — Whitecap North Padre Island by and between the Developer and the City related to the development of property within the PID, as the same may be amended from time to time. "District" means the Whitecap Public Improvement District No. 1 containing approximately 242.011 acres located within the corporate limits of the City, and more specifically described in Exhibit J-1 and depicted on Exhibit A-1. "District Formation Costs" means the costs associated with forming the District, including, but not limited to, attorney fees, and any other cost or expense incurred by the Owner, Developer, or the City that are directly associated with the establishment of the District. "Engineer's Report" means the report provided by a licensed professional engineer that describes the Authorized Improvements, including their costs, location, and benefit, and is attached hereto as Appendix A. "Estimated Buildout Value" means the estimated value of an Assessed Property with fully constructed buildings, as provided by the Developer and confirmed by the City Council, by considering such factors as density, lot size, proximity to amenities, view premiums, location, market conditions, historical sales, builder contracts, discussions with homebuilders, reports WHITECAP PUBLIC IMPROVEMENT DISTRICT NO. 1 FINAL SERVICE AND ASSESSMENT PLAN 6 from third party consultants, or any other factors that, in the judgment of the City, may impact value. The Estimated Buildout Value for each Lot Type is shown on Exhibit E. "Improvement Area #1" means approximately 55.9022 acres located within the District, more specifically described in Exhibit J-2 and depicted on Exhibit A-2. "Improvement Area #1 Annual Installment" means the Annual Installment of the Improvement Area #1 Assessment as calculated by the Administrator and approved by the City Council, that includes: (1) principal; (2) interest; (3) Annual Collection Costs related to Improvement Area #1; and (4) Additional Interest related to any series of PID Bonds secured by all or a portion of the Improvement Area #1 Assessment, if applicable. "Improvement Area #1 Assessed Property" means any Parcel within Improvement Area #1 against which an Improvement Area #1 Assessment is levied. "Improvement Area #1 Assessment" means an Assessment levied against Improvement Area #1 Assessed Property, related to the Improvement Area #1 Authorized Improvements, and imposed pursuant to an Assessment Ordinance and the provisions herein, as shown on the Improvement Area #1 Assessment Roll, subject to reallocation or reduction in accordance with the provisions set forth in Section VI herein and in the PID Act. "Improvement Area #1 Assessment Roll" means the Assessment Roll for the Improvement Area #1 Assessed Property, as updated, modified, or amended from time to time in accordance with the procedures set forth herein and in the PID Act, including any updates prepared in connection with the issuance of PID Bonds or any Annual Service Plan Updates. The Improvement Area #1 Assessment Roll is included in this Service and Assessment Plan as Exhibit F-1. "Improvement Area #1 Authorized Improvements" means collectively, (1) the Improvement Area #1 Improvements; (2) Improvement Area #1's share of the Initial Common to All Improvements; (3) the first year's Annual Collection Costs related Improvement Area #1; and (4) Bond Issuance Costs incurred in connection with the issuance of any series of PID Bonds secured by all or a portion of the Improvement Area #1 Assessment, if applicable. "Improvement Area #1 Improvements" means the Authorized Improvements which only benefit the Improvement Area #1 Assessed Property, as further described in Section III.A and depicted on Exhibit G-2. "Improvement Area #1 Initial Parcel" means all of the Improvement Area #1 Assessed Property against which the entire Improvement Area #1 Assessment is levied, as shown on the Improvement Area #1 Assessment Roll. WHITECAP PUBLIC IMPROVEMENT DISTRICT NO. 1 FINAL SERVICE AND ASSESSMENT PLAN 7 "Improvement Area #1 Reimbursement Obligation" means the amount shown on Schedule secured by Improvement Area #1 Assessments to be paid to the Developer under the Reimbursement Agreement. The Annual Installments for the Improvement Area #1 Reimbursement Obligation are shown on Exhibit I. If the City issues one or more series of PID Bonds secured by Improvement Area #1 Assessments, then the net proceeds of such PID Bonds shall be used to refinance all or a portion of the outstanding Improvement Area #1 Reimbursement Obligation. "Indenture" means an indenture of trust entered into between the City and the Trustee in connection with the issuance of each series of PID Bonds, as amended from time to time, setting forth the terms and conditions related to a series of PID Bonds. "Initial Common to All Improvements" means the Common to All Improvements installed with Improvement Area #1, as further described in Section III.B. and depicted on Exhibit G-1. "Lot" means (1) for any portion of the District for which a final subdivision plat has been recorded in the plat or official public records of the County, a tract of land described by "lot" in such subdivision plat; and (2) for any portion of the District for which a subdivision plat has not been recorded in the plat or official public records of the County, a tract of land anticipated to be described as a "lot" in a final recorded subdivision plat as shown on a concept plan or a preliminary plat. A "Lot" shall not include real property owned by a government entity, even if such property is designated as a separate described tract or lot on a recorded subdivision plat. "Lot Type" means a classification of final building Lots with similar characteristics (e.g. lot size, home product, Estimated Buildout Value, etc.), as determined by the Administrator and confirmed by the City Council. In the case of single-family residential Lots, the Lot Type shall be further defined by classifying the residential Lots by the Estimated Buildout Value of the Lot as provided by the Developer, and confirmed by the City Council, as shown on Exhibit H. "Lot Type 1" means a Lot within Improvement Area #1 marketed to homebuilders as a Villa Lot. The buyer disclosure for Lot Type 1 is attached as Appendix B-2. "Lot Type 2" means a Lot within Improvement Area #1 marketed to homebuilders as a Villa + Lot. The buyer disclosure for Lot Type 2 is attached as Appendix B-3. "Lot Type 3" means a Lot within Improvement Area #1 marketed to homebuilders as a Standard Lot. The buyer disclosure for Lot Type 3 is attached as Appendix B-4. "Lot Type 4" means a Lot within Improvement Area #1 marketed to homebuilders as a Standard + Lot. The buyer disclosure for Lot Type 4 is attached as Appendix B-5. WHITECAP PUBLIC IMPROVEMENT DISTRICT NO. 1 FINAL SERVICE AND ASSESSMENT PLAN 8 "Lot Type 5" means a Lot within Improvement Area #1 marketed to homebuilders as a Medium Lot. The buyer disclosure for Lot Type 5 is attached as Appendix B-6. "Lot Type 6" means a Lot within Improvement Area #1 marketed to homebuilders as a Medium + Lot. The buyer disclosure for Lot Type 6 is attached as Appendix B-7. "Lot Type 7" means a Lot within Improvement Area #1 marketed to homebuilders as a Large + Lot. The buyer disclosure for Lot Type 7 is attached as Appendix B-8. "Maximum Assessment" means, for each Lot, an Assessment equal to the lesser of (1) the amount calculated pursuant to Section VI.A, or (2) for each Lot Type, the amount shown on Exhibit E. "Non -Benefited Property" means Parcels within the boundaries of the District that accrue no special benefit from the Authorized Improvements as determined by the City Council, and are not assessed. "Notice of Assessment Termination" means a document that shall be recorded in the official public records of the County evidencing the termination of an Assessment, a form of which is attached as Exhibit H. "Owner" or "Owners" means Diamond Beach Holdings, LLC and any successors or assigns thereof. "Parcel" or "Parcels" means a specific property within the District identified by either a tax parcel identification number assigned by the Nueces Central Appraisal District for real property tax purposes, by legal description, or by lot and block number in a final subdivision plat recorded in the official public records of the County, or by any other means determined by the City. "PID Act" means Chapter 372, Texas Local Government Code, as amended. "PID Bonds" means any bonds issued by the City in one or more series and secured in whole or in part by Assessments. "Prepayment" means the payment of all or a portion of an Assessment before the due date of the final Annual Installment thereof. Amounts received at the time of a Prepayment which represent a payment of principal, interest, or penalties on a delinquent installment of an Assessment are not to be considered a Prepayment, but rather are to be treated as the payment of the regularly scheduled Annual Installment. "Prepayment Costs" means interest, including Additional Interest and Annual Collection Costs, to the date of Prepayment. WHITECAP PUBLIC IMPROVEMENT DISTRICT NO. 1 FINAL SERVICE AND ASSESSMENT PLAN 9 "Preserve" means approximately 4.64 acres located within the District more specifically described in Exhibit J-3 and depicted on Exhibit A-3. The Preserve is the location of all Common to All Improvements, and is considered Non -Benefited Property. "Private Improvements" means improvements required to be constructed by the Developer that are not Authorized Improvements but are required to reach final Lot completion. "Reimbursement Agreement" means that certain "PID Reimbursement Agreement Whitecap Public Improvement District," effective entered into by and between the City and Developer in which: (1) the Developer on behalf of the Owner agrees to construct the Authorized Improvements, including the Common to All Improvements and Improvement Area #1 Improvements, and to fund certain Actual Costs of Authorized Improvements; (2) the City agrees to reimburse the Developer for Actual Costs of the Authorized Improvements solely from the revenue collected by the City from Assessments, including Annual Installments thereof, and/or from the net proceeds of PID Bonds, if issued; and (3) provides for the terms of payment of principal plus interest on each Reimbursement Obligation shown on Schedule I. "Reimbursement Obligation" means a reimbursement obligation, including but not limited to the Improvement Area #1 Reimbursement Obligation, related to Actual Costs of Authorized Improvements to be paid to the Developer under the terms of the Reimbursement Agreement. Each Reimbursement Obligation shall be set forth on Schedule I attached to this Service and Assessment Plan, and will be updated at the adoption of each Assessment Ordinance. Schedule will be updated as part of the update to this Service and Assessment Plan (1) each time the City levies an Assessment, (2) when PID Bonds are issued, or (3) with each Annual Service Plan Update to reflect annual principal paid with Annual Installments collected. "Remainder Area" means approximately 181.4688 acres located within the District and entirely outside of Improvement Area #1 and the Preserve, and depicted on Exhibit A-4, to be developed as one or more future improvement areas. "Service and Assessment Plan" means this Whitecap Public Improvement District No. 1 Service and Assessment Plan as updated, amended, or supplemented from time to time. "Service Plan" means the plan described in Section IV which covers a period of at least five years and defines the annual indebtedness and projected costs of the Authorized Improvements. "Trustee" means the trustee or successor trustee under an Indenture. WHITECAP PUBLIC IMPROVEMENT DISTRICT NO. 1 FINAL SERVICE AND ASSESSMENT PLAN SECTION II: THE DISTRICT The District includes approximately 242.011 contiguous acres located within the corporate limits of the City, the boundaries of which are more particularly described on Exhibit J-1 and depicted on Exhibit A-1. Development of the District is anticipated to include approximately 620 Lots developed with single-family homes, and 50.3 acres of commercial space. Improvement Area #1 includes approximately 55.9022 acres located within the corporate limits of the City, the boundaries of which are more particularly described on Exhibit J-2 and depicted on Exhibit A-2. Improvement Area #1 is preliminarily platted and includes 199 Lots developed with single-family homes (19 single-family homes that are on Lots classified as Lot Type 1, 47 single-family homes that are on Lots classified as Lot Type 2, 9 single-family homes that are on Lots classified as Lot Type 3, 93 single-family homes that are on Lots classified as Lot Type 4, 15 single-family homes that are on Lots classified as Lot Type 5, 9 single-family homes that are on Lots classified as Lot Type 6, and 7 single-family homes that are on Lots classified as Lot Type 7.) Final platting will be completed when infrastructure is dedicated to the City. The Remainder Area includes approximately 181.4688 contiguous acres located within the corporate limits of the City, the boundaries of which are depicted on Exhibit A-4. Development of the Remainder Area is anticipated to include approximately 421 Lots developed with single- family homes and 50.3 acres of commercial space. SECTION III: AUTHORIZED IMPROVEMENTS Based on information provided by the Developer and its engineer and reviewed by the City staff and by third -party consultants retained by the City, the City has determined that the Authorized Improvements confer a special benefit on the Assessed Property. Authorized Improvements will be designed and constructed in accordance with the City's standards and specifications and will be owned and operated by the City or maintained by the owner's association. The budget for the Authorized Improvements is shown on Exhibit B. As the Remainder Area is subdivided into future improvement areas, the costs of the Authorized Improvements, including additional Common to All Improvements that specially benefit such future improvement areas, will be determined and identified in updates to this Service and Assessment Plan when Assessments relating to Authorized Improvements benefitting such future improvement areas are levied. A. Initial Common to All Improvements ■ Preserve Preserve Improvements — Improvements within or relating to the approximate 4.64 acre WHITECAP PUBLIC IMPROVEMENT DISTRICT NO. 1 FINAL SERVICE AND ASSESSMENT PLAN 11 public park and open space to be known as the "Preserve" including installation of entryway monuments, signage, lighting, hardscape, screening walls, trails, sidewalks, pathways, playgrounds, furnishings, and irrigation systems. The Preserve Improvements will benefit all property within the District and will be owned by the City and maintained by one or more owner's associations as set forth in the Development Agreement. ■ Soft Costs Costs related to designing, constructing, and installing the Initial Common to All Improvements including land planning and design, City fees, engineering, soil testing, survey, construction management, contingency, legal fees, and consultant fees. B. Improvement Area #1 Improvements ■ Streets Improvements including subgrade stabilization, concrete and reinforcing steel for roadways, testing, handicapped ramps, and streetlights. All related earthwork, excavation, erosion control, retaining walls, intersections, signage, lighting and re - vegetation of all disturbed areas within the right-of-way are included. The street improvements will provide benefit to each Lot within Improvement Area #1. ■ Drainage Improvements including earthen channels, swales, curb and drop inlets, RCP piping and boxes, headwalls, concrete flumes, rock rip rap, concrete outfalls, and testing as well as all related earthwork, excavation, erosion control and all necessary appurtenances required to provide storm drainage for all Lots within Improvement Area #1. ■ Water Improvements including trench excavation and embedment, trench safety, PVC piping, manholes, service connections, testing, related earthwork, excavation, erosion control and all necessary appurtenances required to provide water service to all Lots within Improvement Area #1. ■ Wastewater Improvements including trench excavation and embedment, trench safety, PVC piping, ductile iron encasement, boring, manholes, service connections, testing, related earthwork, excavation, erosion control and all necessary appurtenances required to provide wastewater service to all Lots within Improvement Area #1. WHITECAP PUBLIC IMPROVEMENT DISTRICT NO. 1 FINAL SERVICE AND ASSESSMENT PLAN 12 ■ Soft Costs Costs related to designing, constructing, and installing the Improvement Area #1 Improvements including land planning and design, City fees, engineering, soil testing, survey, construction management, contingency, legal fees, District Formation Costs, and consultant fees. C. Bond Issuance Costs ■ Debt Service Reserve Fund Equals the amount to be deposited in a debt service reserve fund under an applicable Indenture in connection with the issuance of PID Bonds. ■ Capitalized Interest Equals the amount required to be deposited for the purpose of paying capitalized interest on a series of PID Bonds under an applicable Indenture in connection with the issuance of such PID Bonds. ■ Underwriter's Discount Equals a percentage of the par amount of a particular series of PID Bonds related to the costs of underwriting such PID Bonds. ■ Costs of Issuance Includes costs of issuing a particular series of PID Bonds, including but not limited to issuer fees, attorney's fees, financial advisory fees, consultant fees, appraisal fees, printing costs, publication costs, City's costs, fees charged by the Texas Attorney General, and any other cost or expense directly associated with the issuance of PID Bonds. D. Other Costs ■ Deposit to Administrative Fund Equals the amount necessary to fund the first year's Annual Collection Costs for a particular series of PID Bonds. SECTION IV: SERVICE PLAN The PID Act requires the Service Plan to cover a period of at least five years. The Service Plan is required to define the annual projected costs and indebtedness for the Authorized Improvements undertaken within the District during the five-year period. The Service Plan is also WHITECAP PUBLIC IMPROVEMENT DISTRICT NO. 1 FINAL SERVICE AND ASSESSMENT PLAN 13 required to include a copy of the buyer disclosure notice form required by Section 5.014 of the Texas Property Code, as amended. The Service Plan must be reviewed and updated in each Annual Service Plan Update. Exhibit C summarizes the initial Service Plan for Improvement Area #1. Per the PID Act and Section 5.014 of the Texas Property Code, as amended, this Service and Assessment Plan, and any future Annual Service Plan Updates, shall include a form of the buyer disclosure for the District. The buyer disclosures are attached hereto as Appendix B. Exhibit D summarizes the sources and uses of funds required to construct the Authorized Improvements and Private Improvements. The sources and uses of funds shown on Exhibit D shall be updated in an Annual Service Plan Update to show the amount required to fund the required reserves and to reflect any budget revisions at the time the PID Bonds are issued. SECTION V: ASSESSMENT PLAN The PID Act allows the City Council to apportion the costs of the Authorized Improvements to the Assessed Property based on the special benefit received from the Authorized Improvements. The PID Act provides that such costs may be apportioned: (1) equally per front foot or square foot; (2) according to the value of property as determined by the City Council, with or without regard to improvements constructed on the property; or (3) in any other manner approved by the City Council that results in imposing equal shares of such costs on property similarly benefited. The PID Act further provides that the City Council may establish by ordinance or order reasonable classifications and formulas for the apportionment of the cost between the City and the area to be assessed and the methods of assessing the special benefits for various classes of improvements. This section of this Service and Assessment Plan describes the special benefit received by each Parcel within the District as a result of the Authorized Improvements and provides the basis and justification for the determination that this special benefit equals or exceeds the amount of the Assessments to be levied on the Assessed Property for such Authorized Improvements. The determination by the City Council of the assessment methodologies set forth below is the result of the discretionary exercise by the City Council of its legislative authority and governmental powers and is conclusive and binding on the Owner, developers, and all future owners and developers of the Assessed Property. A. Assessment Methodology Acting in its legislative capacity and based on information provided by the Developer and its engineer and reviewed by the City staff and by third -party consultants retained by the City, the WHITECAP PUBLIC IMPROVEMENT DISTRICT NO. 1 FINAL SERVICE AND ASSESSMENT PLAN 14 City Council has determined that the costs related to the Authorized Improvements shall be allocated as follows: ■ The costs of the Improvement Area #1 Authorized Improvements shall be allocated to each Parcel within Improvement Area #1 based on the ratio of the Estimated Buildout Value of each Parcel designated as Improvement Area #1 Assessed Property to the Estimated Buildout Value of all Improvement Area #1 Assessed Property. Currently, the Improvement Area #1 Initial Parcel is the only Parcel within Improvement Area #1, and as such, the Improvement Area #1 Initial Parcel is allocated 100% of the Improvement Area #1 Authorized Improvements. ■ The costs of the Initial Common to All Improvements shall be allocated to Improvement Area #1 and the Remainder Area based upon the acreage of each Parcel or Assessed Property within Improvement Area #1 and the Remainder Area, as applicable, to the total acreage of Improvement Area #1 and the Remainder Area. The Remainder Area is allocated 76.45% of the Initial Common to All Improvements costs, and Improvement Area #1 is allocated 23.55% of the Initial Common to All Improvements costs. The Remainder Area and Improvement Area #1's shares of the Initial Common to All Improvement costs are illustrated in Exhibit B. B. Assessments The Improvement Area #1 Assessment will be levied on the Improvement Area #1 Initial Parcel in the amount shown on the Improvement Area #1 Assessment Roll, attached hereto as Exhibit F-1. The projected Improvement Area #1 Annual Installments are shown on Exhibit F-2. Upon division or subdivision of the Improvement Area #1 Initial Parcel, the Improvement Area #1 Assessment will be reallocated pursuant to Section VI. The Maximum Assessment for each Lot Type is shown on Exhibit E. In no case will the Assessment for Lots classified as Lot Type 1, Lot Type 2, Lot Type 3, Lot Type 4, Lot Type 5, Lot Type 6 or Lot Type 7, respectively, exceed the corresponding Maximum Assessment for each Lot classification. C. Findings of Special Benefit Acting in its legislative capacity and based on information provided by the Developer and its engineer and reviewed by the City staff and by third -party consultants retained by the City, the City Council has found and determined the following: ■ Improvement Area #1 ■ The costs of the Improvement Area #1 Authorized Improvements equal $31,943,908 as shown on Exhibit B; WHITECAP PUBLIC IMPROVEMENT DISTRICT NO. 1 FINAL SERVICE AND ASSESSMENT PLAN 15 ■ The Improvement Area #1 Assessed Property receives special benefit from the Improvement Area #1 Authorized Improvements equal to or greater than the Actual Cost of the Improvement Area #1 Authorized Improvements; ■ The Improvement Area #1 Initial Parcel will be allocated 100% of the Improvement Area #1 Assessment levied for the Improvement Area #1 Authorized Improvements, which equals $23,856,000 as shown on the Improvement Area #1 Assessment Roll attached hereto as Exhibit F-1; ■ The special benefit ($31,943,908) received by the Improvement Area #1 Initial Parcel from the Improvement Area #1 Authorized Improvements is equal to or greater than the amount of the Improvement Area #1 Assessment ($23,856,000) levied on the Improvement Area #1 Initial Parcel for the Improvement Area #1 Authorized Improvements; and ■ At the time the City Council approved the Service and Assessment Plan, the Owner owned 100% of the Improvement Area #1 Initial Parcel. In a landowner consent certificate executed by the Owner and filed with the County Clerk of the County, the Owner acknowledged that the Improvement Area #1 Authorized Improvements confer a special benefit on the Improvement Area #1 Initial Parcel and consented to the imposition of the Improvement Area #1 Assessment to pay for the Actual Costs associated therewith. The Owner ratified, confirmed, accepted, agreed to, and approved: (1) the determinations and findings by the City Council as to the special benefits described herein and the applicable Assessment Ordinance; (2) the Service and Assessment Plan and the applicable Assessment Ordinance; and (3) the levying of the Improvement Area #1 Assessment on the Improvement Area #1 Initial Parcel. D. Annual Collection Costs The Annual Collection Costs shall be paid for annually by the owner of each Assessed Property pro rata based on the ratio of the amount of outstanding Assessment remaining on the Assessed Property to the total outstanding Assessment. The Annual Collection Costs shall be collected as part of and in the same manner as Annual Installments in the amounts shown on the Assessment Roll, which may be revised based on Actual Costs incurred in Annual Service Plan Updates. E. Interest The interest on the Improvement Area #1 Assessment securing the Improvement Area #1 Reimbursement Obligation shall be collected at the rates in the Assessment Ordinance and as depicted on Schedule I attached hereto as part of the Improvement Area #1 Annual Installment, WHITECAP PUBLIC IMPROVEMENT DISTRICT NO. 1 FINAL SERVICE AND ASSESSMENT PLAN 16 and will not include Additional Interest unless and until PID Bonds secured by the Improvement Area #1 Assessments are issued. If and when such PID Bonds are issued, the rate calculated will match the rate on the PID Bonds, plus Additional Interest, but in no instance will the Assessment on any Assessed Property be increased. SECTION VI: TERMS OF THE ASSESSMENTS Any reallocation of Assessments as described in this Section VI shall be considered an administrative action of the City and will not be subject to the notice or public hearing requirements under the PID Act. A. Reallocation of Assessments 1. Upon Division Prior to Recording of Subdivision Plat Upon the division of any Assessed Property (without the recording of a subdivision plat), the Administrator shall reallocate the Assessment for the Assessed Property prior to the division among the newly divided Assessed Properties according to the following formula: A=Bx(C=D) Where the terms have the following meanings: A = the Assessment for the newly divided Assessed Property B = the Assessment for the Assessed Property prior to division C = the Estimated Buildout Value of the newly divided Assessed Property D = the sum of the Estimated Buildout Value for all of the newly divided Assessed Properties The calculation of the Assessment of an Assessed Property shall be performed by the Administrator and shall be based on the Estimated Buildout Value of that Assessed Property, as provided by the Developer, relying on information from homebuilders, market studies, appraisals, official public records of the County, and any other relevant information regarding the Assessed Property. The Estimated Buildout Values for Lot Type 1, Lot Type 2, Lot Type 3, Lot Type 4, Lot Type 5, Lot Type 6, and Lot Type 7 are shown on Exhibit E and will not change in future Annual Service Plan Updates but Exhibit E may be updated in future Annual Service Plan Updates to account for additional Lot Types. The calculation as confirmed by the City Council shall be conclusive and binding. The sum of the Assessments for all newly divided Assessed Properties shall equal the Assessment for the Assessed Property prior to subdivision. The calculation shall be made WHITECAP PUBLIC IMPROVEMENT DISTRICT NO. 1 FINAL SERVICE AND ASSESSMENT PLAN 17 separately for each newly divided Assessed Property. The reallocation of an Assessment for an Assessed Property that is a homestead under Texas law may not exceed the Assessment prior to the reallocation. Any reallocation pursuant to this section shall be reflected in the Annual Service Plan Update immediately following such reallocation. 2. Upon Subdivision by a Recorded Subdivision Plat Upon the subdivision of any Assessed Property based on a recorded subdivision plat, the Administrator shall reallocate the Assessment for the Assessed Property prior to the subdivision among the new subdivided Lots based on Estimated Buildout Value according to the following formula: A = [B x (C _ D)]/E Where the terms have the following meanings: A = the Assessment for the newly subdivided Lot B = the Assessment for the Parcel prior to subdivision C = the sum of the Estimated Buildout Value of all newly subdivided Lots with the same Lot Type D = the sum of the Estimated Buildout Value for all of the newly subdivided Lots excluding Non -Benefited Property E= the number of newly subdivided Lots with the same Lot Type Prior to the recording of a subdivision plat, the Developer shall provide the City an Estimated Buildout Value as of the date of the recorded subdivision plat for each Lot created by the recorded subdivision plat. The calculation of the Assessment for a Lot shall be performed by the Administrator and confirmed by the City Council based on Estimated Buildout Value information provided by the Developer, homebuilders, third party consultants, and/or the Official Public Records of the County regarding the Lot. The Estimated Buildout Values for Lot Type 1, Lot Type 2, Lot Type 3, Lot Type 4, Lot Type 5, Lot Type 6 and Lot Type 7 are shown on Exhibit E and will not change in future Annual Service Plan Updates. The calculation as confirmed by the City Council shall be conclusive and binding. The sum of the Assessments for all newly subdivided Lots shall not exceed the Assessment for the portion of the Assessed Property subdivided prior to subdivision. The calculation shall be made separately for each newly subdivided Assessed Property. The reallocation of an Assessment for an Assessed Property that is a homestead under Texas law may not exceed the Assessment prior to the reallocation. Any reallocation pursuant to this section WHITECAP PUBLIC IMPROVEMENT DISTRICT NO. 1 FINAL SERVICE AND ASSESSMENT PLAN 18 shall be reflected in the Annual Service Plan Update immediately following such reallocation. 3. Upon Consolidation If two or more Lots or Parcels are consolidated into a single Lot or Parcel, the Administrator shall allocate the Assessments against the Lots or Parcels before the consolidation to the consolidated Lot or Parcel, which allocation shall be approved by the City Council in the next Annual Service Plan Update immediately following such consolidation. The Assessment for any resulting Lot may not exceed the Maximum Assessment for the applicable Lot Type and compliance may require a mandatory Prepayment of Assessments pursuant to Section VI.C. B. Mandatory Prepayment of Assessments If an Assessed Property or a portion thereof is conveyed to a party that is exempt from payment of the Assessment under applicable law, or the owner causes a Lot, Parcel or portion thereof to become Non -Benefited Property, the owner of such Lot, Parcel or portion thereof shall pay to the City, or cause to be paid to the City, the full amount of the Assessment, plus all Prepayment Costs and Delinquent Collection Costs for such Assessed Property, prior to any such conveyance or act, and no such conveyance shall be effective until the City receives such payment. Following payment of the foregoing costs in full, the City shall provide the owner with a recordable "Notice of Assessment Termination," a form of which is attached hereto as Exhibit H. C. True -Up of Assessments if Maximum Assessment Exceeded at Plat Prior to the City approving a final subdivision plat, the Administrator will certify that such plat will not result in the Assessment per Lot for any Lot Type to exceed the Maximum Assessment. If the Administrator determines that the resulting Assessment per Lot for any Lot Type will exceed the Maximum Assessment for that Lot Type, then (1) the Assessment applicable to each Lot Type shall each be reduced to the Maximum Assessment, and (2) the person or entity filing the plat shall pay to the City, or cause to be paid to the City, the amount the Assessment was reduced, plus Prepayment Costs and Delinquent Collection Costs, if any, prior to the City approving the final plat. The City's approval of a plat without payment of such amounts does not eliminate the obligation of the person or entity filing the plat to pay such amounts. At no time shall the aggregate Assessments for any Lot exceed the Maximum Assessment. D. Reduction of Assessments If as a result of cost savings or the failure to construct all or a portion of an Authorized Improvement the Actual Costs of any Authorized Improvements are less than the Assessments, WHITECAP PUBLIC IMPROVEMENT DISTRICT NO. 1 FINAL SERVICE AND ASSESSMENT PLAN 19 then (i) in the event PID Bonds have not been issued for the purpose of financing Authorized Improvements affected by such reduction in Actual Costs, the City Council shall reduce each Assessment on a pro rata basis such that the sum of the resulting reduced Assessments for all Assessed Property equals the reduced Actual Costs that were expended, or (ii) in the event that PID Bonds have been issued for the purpose of financing Authorized Improvements affected by such reduction in Actual Costs, the Trustee shall apply amounts on deposit in the applicable account of the project fund created under the Indenture relating to such series of PID Bonds that are not expected to be used for the purposes of the project fund as directed by the City pursuant to the terms of such Indenture. Such excess PID Bond proceeds may be used for any purpose authorized by such Indenture. The Assessments shall never be reduced to an amount less than the amount required to pay all outstanding debt service requirements on all outstanding PID Bonds. The Administrator shall update (and submit to the City Council for review and approval as part of the next Annual Service Plan Update) the Assessment Roll and corresponding Annual Installments to reflect the reduced Assessments. E. Prepayment of Assessments The owner of any Assessed Property may, at any time, pay all or any part of an Assessment in accordance with the PID Act. Prepayment Costs, if any, may be paid from a reserve established under the applicable Indenture. If an Annual Installment has been billed, or the Annual Service Plan Update has been approved by the City Council prior to the Prepayment, the Annual Installment shall be due and payable and shall be credited against the Prepayment. If an Assessment on an Assessed Property is prepaid in full, with Prepayment Costs, (1) the Administrator shall cause the Assessment to be reduced to zero on said Assessed Property and the Assessment Roll to be revised accordingly; (2) the Administrator shall prepare the revised Assessment Roll and submit such revised Assessment Roll to the City Council for review and approval as part of the next Annual Service Plan Update; (3) the obligation to pay the Assessment and corresponding Annual Installments shall terminate with respect to said Assessed Property; and (4) the City shall provide the owner with a recordable "Notice of Assessment Termination." If an Assessment on an Assessed Property is prepaid in part with Prepayment Costs: (1) the Administrator shall cause the Assessment to be reduced on said Assessed Property and the Assessment Roll revised accordingly; (2) the Administrator shall prepare the revised Assessment Roll and submit such revised Assessment Roll to the City Council for review and approval as part of the next Annual Service Plan Update; and (3) the obligation to pay the Assessment will be reduced to the extent of the Prepayment made. WHITECAP PUBLIC IMPROVEMENT DISTRICT NO. 1 FINAL SERVICE AND ASSESSMENT PLAN 20 For purposes or Prepayments, the Improvement Area #1 Reimbursement Obligation is and will remain subordinated to any PID Bonds secured by the Improvement Area #1 Assessments issued to refinance all or a portion of the Improvement Area #1 Reimbursement Obligation. F. Payment of Assessment in Annual Installments Assessments that are not paid in full shall be due and payable in Annual Installments. Exhibit F-2 shows the estimated Improvement Area #1 Annual Installments. Annual Installments are subject to adjustment in each Annual Service Plan Update. Prior to the recording of a final subdivision plat, if any Parcel shown on the Assessment Roll is assigned multiple tax parcel identification numbers for billing and collection purposes, the Annual Installment shall be allocated pro rata based on the acreage of the Parcel not including any Non - Benefited Property, as shown by the Nueces Central Appraisal District for each tax parcel identification number. The Administrator shall prepare and submit to the City Council for its review and approval an Annual Service Plan Update to allow for the billing and collection of Annual Installments. Each Annual Service Plan Update shall include updated Assessment Rolls and updated calculations of Annual Installments. The Annual Collection Costs for a given Assessment shall be paid by the owner of each Parcel pro rata based on the ratio of the amount of outstanding Assessment remaining on the Parcel to the total outstanding Assessment. Annual Installments shall be reduced by any credits applied under an applicable Indenture, such as capitalized interest, interest earnings on account balances, and any other funds available to the Trustee for such purposes. Annual Installments shall be collected by the City in the same manner and at the same time as ad valorem taxes. Annual Installments shall be subject to the penalties, procedures, and foreclosure sale in case of delinquencies as set forth in the PID Act and in the same manner as ad valorem taxes due and owing to the City. To the extent permitted by the PID Act or other applicable law, the City Council may provide for other means of collecting Annual Installments, but in no case shall the City take any action, or fail to take any action, that would cause it to be in default under any Indenture. Assessments shall have the lien priority specified in the PID Act. Sales of the Assessed Property for nonpayment of Annual Installments shall be subject to the lien for the remaining unpaid Annual Installments against the Assessed Property, and the Assessed Property may again be sold at a judicial foreclosure sale if the purchaser fails to timely pay any of the remaining unpaid Annual Installments as they become due and payable. The City reserves the right to refund PID Bonds in accordance with applicable law, including the PID Act. In the event of a refunding, the Administrator shall recalculate the Annual Installments WHITECAP PUBLIC IMPROVEMENT DISTRICT NO. 1 FINAL SERVICE AND ASSESSMENT PLAN 21 so that total Annual Installments will be sufficient to pay the refunding bonds, and the refunding bonds shall constitute "PID Bonds." Each Annual Installment of an Assessment, including interest on the unpaid principal of the Assessment, shall be updated annually. Each Annual Installment shall be due when billed and shall be delinquent if not paid prior to February 1 of the following year. The initial Annual Installments of the Improvement Area #1 Assessments shall be due when billed and shall be delinquent if not paid prior to February 1, 2025. Failure of an owner of an Assessed Property to receive an invoice for an Annual Installment shall not relieve said owner of the responsibility for payment of the Assessment. Assessments, or Annual Installments thereof, that are delinquent shall incur Delinquent Collection Costs. G. Prepayment as a Result of an Eminent Domain Proceeding or Taking Subject to applicable law, if any portion of any Parcel of Assessed Property is taken from an owner as a result of eminent domain proceedings or if a transfer of any portion of any Parcel of Assessed Property is made to an entity with the authority to condemn all or a portion of the Assessed Property in lieu of or as a part of an eminent domain proceeding (a "Taking"), the portion of the Assessed Property that was taken or transferred (the "Taken Property") shall be reclassified as Non -Benefited Property. For the Assessed Property that is subject to the Taking as described in the preceding paragraph, the Assessment that was levied against the Assessed Property (when it was included in the Taken Property) prior to the Taking shall remain in force against the remaining Assessed Property (the Assessed Property less the Taken Property) (the "Remaining Property"), following the reclassification of the Taken Property as Non -Benefited Property, subject to an adjustment of the Assessment applicable to the Remaining Property after any required Prepayment as set forth below. The owner of the Remaining Property will remain liable to pay, pursuant to the terms of this Service and Assessment Plan, as updated, and the PID Act, the Assessment that remains due on the Remaining Property, subject to an adjustment in the Assessment applicable to the Remaining Property after any required Prepayment as set forth below. Notwithstanding the foregoing, if the Assessment that remains due on the Remaining Property exceeds the applicable Maximum Assessment, the owner of the Remaining Property will be required to make a Prepayment in an amount necessary to ensure that the Assessment against the Remaining Property does not exceed such Maximum Assessment, in which case the Assessment applicable to the Remaining Property will be reduced by the amount of the partial Prepayment. If the City receives all or a portion of the eminent domain proceeds (or payment made in an agreed sale in lieu of condemnation), such amount shall be credited against the amount of Prepayment, with any remainder credited against the Assessment on the Remaining Property. WHITECAP PUBLIC IMPROVEMENT DISTRICT NO. 1 FINAL SERVICE AND ASSESSMENT PLAN In all instances the Assessment remaining on the Remaining Property shall not exceed the applicable Maximum Assessment. By way of illustration, if an owner owns 100 acres of Assessed Property subject to a $100 Assessment and 10 acres is taken through a Taking, the 10 acres of Taken Property shall be reclassified as Non -Benefited Property and the remaining 90 acres constituting the Remaining Property shall be subject to the $100 Assessment (provided that this $100 Assessment does not exceed the Maximum Assessment on the Remaining Property). If the Administrator determines that the $100 Assessment reallocated to the Remaining Property would exceed the Maximum Assessment, as applicable, on the Remaining Property by $10, then the owner shall be required to pay $10 as a Prepayment of the Assessment against the Remaining Property and the Assessment on the Remaining Property shall be adjusted to $90. Notwithstanding the previous paragraphs in this subsection, if the owner of the Remaining Property notifies the City and the Administrator that the Taking prevents the Remaining Property from being developed for any use which could support the Estimated Buildout Value requirement, the owner shall, upon receipt of the compensation for the Taken Property, be required to prepay the amount of the Assessment required to buy down the outstanding Assessment to the applicable Maximum Assessment on the Remaining Property to support the Estimated Buildout Value requirement. The owner will remain liable to pay the Assessment on both the Taken Property and the Remaining Property until such time that such Assessment has been prepaid in full. Notwithstanding the previous paragraphs in this subsection, the Assessments shall never be reduced to an amount less than the amount required to pay all outstanding debt service requirements on all outstanding PID Bonds. SECTION VII: ASSESSMENT ROLL The Improvement Area #1 Assessment Roll is attached as Exhibit F-1. The Administrator shall prepare and submit to the City Council for review and approval proposed revisions to the Improvement Area #1 Assessment Roll and Improvement Area #1 Annual Installments for each Parcel as part of each Annual Service Plan Update. SECTION VIII: ADDITIONAL PROVISIONS A. Calculation Errors If the owner of a Parcel claims that an error has been made in any calculation required by this Service and Assessment Plan, including, but not limited to, any calculation made as part of any WHITECAP PUBLIC IMPROVEMENT DISTRICT NO. 1 FINAL SERVICE AND ASSESSMENT PLAN 23 Annual Service Plan Update, the owner's sole and exclusive remedy shall be to submit a written notice of error to the Administrator by December 1st of each year following City Council's approval of the calculation. Otherwise, the owner shall be deemed to have unconditionally approved and accepted the calculation. The Administrator shall provide a written response to the City Council and the owner not later than 30 days after receipt of such written notice of error by the Administrator. The City Council shall consider the owner's notice of error and the Administrator's response at a public meeting, and, not later than 30 days after closing such meeting, the City Council shall make a final determination as to whether an error has been made. If the City Council determines that an error has been made, the City Council shall take such corrective action as is authorized by the PID Act, this Service and Assessment Plan, the applicable Assessment Ordinance, the applicable Indenture, or as otherwise authorized by the discretionary power of the City Council. The determination by the City Council as to whether an error has been made, and any corrective action taken by the City Council, shall be final and binding on the owner and the Administrator. B. Amendments Amendments to this Service and Assessment Plan must be made by the City Council in accordance with the PID Act. To the extent permitted by the PID Act, this Service and Assessment Plan may be amended without notice to owners of the Assessed Property: (1) to correct mistakes and clerical errors; (2) to clarify ambiguities; and (3) to provide procedures to collect Assessments, Annual Installments, and other charges imposed by this Service and Assessment Plan. C. Administration and Interpretation The Administrator shall: (1) perform the obligations of the Administrator as set forth in this Service and Assessment Plan; (2) administer the District for and on behalf of and at the direction of the City Council; and (3) interpret the provisions of this Service and Assessment Plan. Interpretations of this Service and Assessment Plan by the Administrator shall be in writing and shall be appealable to the City Council by owners of Assessed Property adversely affected by the interpretation. Appeals shall be decided by the City Council after holding a public meeting at which all interested parties have an opportunity to be heard. Decisions by the City Council shall be final and binding on the owners of Assessed Property and developers and their successors and assigns. D. Form of Buyer Disclosure/Filing Requirements Per Section 5.014 of the Texas Property Code, as amended, this Service and Assessment Plan, and any future Annual Service Plan Updates, shall include a form of the buyer disclosures for the WHITECAP PUBLIC IMPROVEMENT DISTRICT NO. 1 FINAL SERVICE AND ASSESSMENT PLAN 24 District. The buyer disclosures are attached hereto as Appendix B. Within seven days of approval by the City Council, the City shall file and record in the real property records of the County the executed ordinance of this Service and Assessment Plan, or any future Annual Service Plan Updates. The executed ordinance, including any attachments, approving this Service an Assessment Plan or any future Annual Service Plan Updates shall be filed and recorded in their entirety. E. Severability If any provision of this Service and Assessment Plan is determined by a governmental agency or court to be unenforceable, the unenforceable provision shall be deleted and, to the maximum extent possible, shall be rewritten to be enforceable. Every effort shall be made to enforce the remaining provisions. WHITECAP PUBLIC IMPROVEMENT DISTRICT NO. 1 FINAL SERVICE AND ASSESSMENT PLAN 25 SCHEDULE AND EXHIBITS The following Schedule and Exhibits are attached to and made a part of this Service and Assessment Plan for all purposes: Schedule I Exhibit A-1 Exhibit A-2 Exhibit A-3 Exhibit A-4 Exhibit A-5 Exhibit B Exhibit C Exhibit D Exhibit E Exhibit F-1 Exhibit F-2 Exhibit G-1 Exhibit G-2 Exhibit H Exhibit I Exhibit J-1 Exhibit J-2 Exhibit J-3 Reimbursement Obligations Map of the District Plats of Improvement Area #1 Map of the Preserve Map of Remainder Area Lot Type Classification Map Project Costs Service Plan Sources and Uses of Funds Maximum Assessment and Tax Rate Equivalent Improvement Area #1 Assessment Roll Improvement Area #1 Annual Installments Maps of Initial Common to All Improvements Maps of Improvement Area #1 Improvements Form of Notice of Assessment Termination Annual Installments for Improvement Area #1 Reimbursement Obligation District Boundary Description Improvement Area #1 Boundary Description Remainder Area Boundary Description WHITECAP PUBLIC IMPROVEMENT DISTRICT NO. 1 FINAL SERVICE AND ASSESSMENT PLAN 26 SCHEDULE 1 The following Schedule is attached to and made a part of this Service and Assessment Plan for all purposes: 1. Improvement Area #1 Reimbursement Obligation Original Principal Amount: 5 • Interest Rate: Interest on any unpaid portion of the Improvement Area #1 Reimbursement Obligation shall be % provided; however, the Interest Rate at all times shall remain lower than or equal to the lesser of: (1) the interest rates on the City of Corpus Christi, Texas, Special Assessment Revenue Bonds, Series 2024 (Whitecap Public Improvement District No. 1 Improvement Area #1 Project), or (2) % based on the Bond Index Rate of % as the highest average index rate reported for the [NAME OF INDEX], a weekly bond index approved by the City Council of the City, in the month before the date the City approved the Assessment Ordinance levying the Improvement Area #1 Assessments which is the same date the obligation to pay the Improvement Area #1 Reimbursement Obligation was incurred. • Date of Improvement Area #1 Assessment Ordinance Approval: Ordinance No. approved on [ , 20_] and recorded in the real property records of Nueces County, Texas on [ ], 20_, as Document No. [ ]. • Payment Source: Solely from: (1) revenue derived from Improvement Area #1 Assessments collected by the City and deposited in accordance with the Reimbursement Agreement if no PID Bonds secured by Improvement Area #1 Assessments are levied, (2) net bond proceeds of PID Bonds secured by the Improvement Area #1 Assessments levied against the Improvement Area #1 Assessed Property shown on the Improvement Area #1 Assessment Roll attached as Exhibit F-1 to this Service and Assessment Plan, or (3) a combination of (1) and (2). WHITECAP PUBLIC IMPROVEMENT DISTRICT NO. 1 FINAL SERVICE AND ASSESSMENT PLAN 27 APPENDICES The following Appendices are attached to and made a part of this Service and Assessment Plan for all purposes: Appendix A Engineer's Report Appendix B Buyer Disclosures WHITECAP PUBLIC IMPROVEMENT DISTRICT NO. 1 FINAL SERVICE AND ASSESSMENT PLAN 28 EXHIBIT A-1- MAP OF THE DISTRICT -LE ZE F 5.5 e r r— •L =I• - t� 1.0 LJAENGINEEF; II -E A ENGIN'_ERiN ! F- • 041.— GO NS Ph Ir °V 7", I1f1' e $� _ 1 11 I 1111 11 II 11 I J3 E I + I DIAMOND BEACH' - HOLDINGS WHITECAP NORTH PADRE ISLAND TI . P1D DIRECT PUBLIC !_ IMPROVEMENTS PHASING EXHIBIT C WHITECAP PUBLIC IMPROVEMENT DISTRICT NO. 1 FINAL SERVICE AND ASSESSMENT PLAN 29 EXHIBIT A-2 — PLATS OF IMPROVEMENT AREA #1 Marnond Eleach Holdings. L. LienMer vice President 71,7E 0F 7E05 71707E OF 7E06 day of 33— Chairman 3ft-rotary STATE Cf m, ,1,01 plat al tie Irreln d.Kne o,oper, .a, approved e, Z. Plat of WHITECAP NORTH PADRE ISLAND Uiiii 1A Page 1 of 2 El I FE frM ED, 0 UV" 1000r 3C90. LJA LJA ENGINEERING NCIES ISIA.i0 IA dated "moo 20_ II Pog�l„ao al— al, recob tlie the day or 30— Moro 50.a County Cll. STATE OF 1.1,.5 meed FIVIBetiall31 Land Steve, hare 30 WHITECAP PUBLIC IMPROVEMENT DISTRICT NO. 1 FINAL SERVICE AND ASSESSMENT PLAN 30 PCO 055,55 COY i I i rV'BUI OMr LOIS TYP. 9UILTMG UNES UGH/HOUSE 00. cg2 as C9 Plat of E 15 WHITECAP LA d `= NORTH PADRE ISLAND EJA ENGINEERING GRAPHIC SGLE 1.=1. Unit 1A 715PLO FINN PEG NO 10016A5OTOPE ARM PEG 5R5 FUNS WHITECAP PUBLIC IMPROVEMENT DISTRICT NO. 1 FINAL SERVICE AND ASSESSMENT PLAN 31 DIIITIOnli uin93 L. JenMer Hoff. Nme preadem 51.6TE TER. pFle flo A.,i At M1.nln dworlbed poppy eo he1" N �. day of Chairman Secretary 5TATE Of TEXAS NIECES COUNT( I. al plat a the herein described proper, - e appro+d by the oevamaear of Per.elaprrgere Sar en o` Ihe my of Cermal Chrlpol. Tinea, !hie She da, n m Pewkpmenta Sm'wee Engineer NOTES Plat of WHITECAP NORTH PADRE ISLAND Unit 1B Page 1 of 2 ' p m OFat ,cn ;.F11::11Is' <E .rx EEI Ir L �� FEEx� T. iExau D7 J... F a.95._ _, pE l'a,T'lr-T lft -a , f ®omomom... 'f L—_ .c.400 IT 114 LJA ENGINEERING ISPL3 FIRM REG. NO. iP:11.600 �i ni Vim n l{`_ TI_.I`. 1L 00. the She Mare Sande. aunty Clerk 1N we Cow. Terse a,11_ Abort E. rraoaa v0.. OP LS. f4201 WHITECAP PUBLIC IMPROVEMENT DISTRICT NO. 1 FINAL SERVICE AND ASSESSMENT PLAN 32 e —meoqer, r e—orTE, LYE INAT'E'NF:77L"ls, TS. LEEL LJAE ,r _ILIL,E ILI LINES \ \ Plat of WHITECAP NORTH PADRE ISLAND Unit 1B \ Page 2 of SOUTH . 168_50' WHITECAP PUBLIC IMPROVEMENT DISTRICT NO. 1 FINAL SERVICE AND ASSESSMENT PLAN 33 I I • •xllE:- . .Try + �E I L -I �„ II. rr I II III yuryoaes sl 71 pri,117 Jet 1: , Aeoi rim� onJ dedRJffin Ynx _ Jy H — Too. o. Or TEXAS NUE= estatere.e. the uncle.ifigned eWnery. er mi- d„ F > rr -r1 I. n Irrl•r rv- rrlN • evil rr Ire Not, Whlla ST.CE OF TO. COUNTY IELES 11-11$ }I pets ob 1M F.mlo de$or16$d wapenx .oa pwe+ed e. b$Mx W say COUNTY5-TATE Of uN FIa fool plat w the Norco de.onbeE Pmper, ens sppre. to the Ime JM_emn bewbpment Services Dormer Plat of WHITECAP NORTH PADRE ISLAND Unit 1,(11' Pagel az 651 AGRE mnrrli om a II 11,1111111111111 I''�`-'-` 114 LJA ENGINEERING Do' NOTES Ir YU. I LI ., MIRE_,NOT. NOPE -.pre . pop Irpoor. or rm.: Corr,. T.:. ea. a Door.. No MGM Sande. County Clem Nueee$ CnMy. ...,$ R%. Gepeh STATE OF TEXAS COUNTY OF NUM. Ir PORI E 1,91E1,1Nnga', Ir fnrnd '.M1r nr in nolo mm ..Iry r rcndnionol *^N,mend uMerN m% day oP 30 Alien E rococo Jr.. R.R.LS. #447I WHITECAP PUBLIC IMPROVEMENT DISTRICT NO. 1 FINAL SERVICE AND ASSESSMENT PLAN 34 I CFE LIR ENGINEERING �bJ� LOTS rc. vBJILDivc uvea Plat of WHITECAP NORTH PADRE ISLAND Unit iC 1,100. I n Pogooft 0 IOC =K WHITECAP PUBLIC IMPROVEMENT DISTRICT NO. 1 FINAL SERVICE AND ASSESSMENT PLAN 35 STere '_F C.f., x onECES M tel propert. refer. x as wxllE-e3 .Tx - iLE I:L propertythat we hart Ar.,nd ro seas, tier [Mica. frt , pir w el e patio Jet forest: ut tenements Mown alwware dMkated fa 3 dl 3 I. - II i. derpewe eT description one ...Pen lee — Jur N reamend erten Nn, LLE Jenreer Ho, aloe heekeet ST. or IE. Erten NEcl:sLensiter Hatt, proven . me . be the perms veyee eieneturei she rode Pr66, Own under my bend feel veal of office, tble Gly Not, Nblic MATE CrF COUNTY L. MO nm loth or benlo deed,. prawM .ne opvAad se behalf W dor ar _ 20_ CM/n'3111 536»110, CAN. 1ES OFN ODEES This TPI plat art Me herein denanbed pmprry .fee appraised by tel 11133 tel A.A Derelapnem Smrcee Enatneer Plat of WHITECAP NORTH PADRE ISLAND Unit ILD Page 1 of l NOTES 1.31 Lr nal DE FEE ..T: 01 1.6P OF TE•.-:. WI'. .315 r ,•V•^•V••._• r3 m.ru 77. 3..u,.n..+ .crt+n.n A. I.0 s,.E TO, T.Of ..0 114 LJA ENGINEERING 60PLO PON REG HO I wFve RM e� b er .l I. wfll[ L.L+•,• trs 10 Sneed the dn- -- •Ah IE 20 at .0 tel day or tp—. 00360.113 Nara Sonne. Lwrrtr CNn< Warne Cert., Taros NT, 0£ IEo.0 e prmeecenal Land Stowe reared 'M1r rtr in. real mrr eutvy mode an Meorfeuel undermy doe of 10 ALer WHITECAP PUBLIC IMPROVEMENT DISTRICT NO. 1 FINAL SERVICE AND ASSESSMENT PLAN 36 114 LJA ENGINEERING 741,7A "NV 14 d1ERFAo4T LOTS TVG. BUILDIUG LIUES TV ND LOTS LDING LINES 4, 0 50' 100 zoo' 300. CN 5p0•s905"E !9130' LI16 :. Flat of WHITECAP NORTH PADRE ISLAND Unit 1D P.g 2 oft WHITECAP PUBLIC IMPROVEMENT DISTRICT NO. 1 FINAL SERVICE AND ASSESSMENT PLAN 37 STATE OF ,E. COW, C£ NOECES of M pro -pear reaarreal to as WHITECAP NORTH PADRE IBI_PAIC. .E. Vial we hone hod asol aur,ea m gre. 'hewn tfee Ample, othat m .tee Ped M d w for the f.mllm p+rpane. a, aaahptian ars. <.aaarian m,a _ aa, a, Vrarcrarrd Binge, LIC drnN.er Hdr�v¢e Aesfdent STATE a TExu CONK, Nha Inrise a lei sear w..ndmb appeared Jennifer p mm b, «h0ee shem0de on the 2,. Awning, and rd3ee eneedbecl e Wrwxe a �ad[aa thereir. Prpeatl.[Nan untlw my hand 0rd aepl of olllaothanday of N ay P.Iblia STATE OF TEM COUNTY MIA 2 otO on herein ill.. Pencil,. prow. w u'ee os. PAWN d n City IIo M Carpus ChrioN, Taxes by 110 Planning Commisaan on IM _Ih Chairman Secretary STATE OF TE105 CONN, CF 10.11ECIS Thea Mol plat w the herein described prop20 oppr0.ed to the Oepammens M Orrelopmarri Sandals M ihm CNN of Carpue C.101. Teem. tn,a the aq n 20 . Brio Whitmire.. P.E_ CFA. wbpment OeSmites EnPinaer Plat of WHITECAP NORTH PADRE ISLAND Unit 1E Page 1 of 2 H+EII 1-L.01 F "+=• E,ATE:, HEaE.FIE+-EFE-.-E' T:. ILA E T...;, TE, -: a 7.3...'..E ry.cr 1...;T i. II_•. =E TO,T.T2♦. -., 0 50, 1000 1500bW' b00' IA UA ENGINEERING dad der or SO_ Nom Sones. Loamy Glenn By OePYry STATE OF TEY/5 egxerea rr Anna -M1r - r in, rm mil . iry r reesia o tan nroand onion , nod 1,1,c0 rAmerr, an mho. trre0r and ann-pin:r. ,a7.1- roman., on,. Ws the day of 471 WHITECAP PUBLIC IMPROVEMENT DISTRICT NO. 1 FINAL SERVICE AND ASSESSMENT PLAN 38 I Plat of WHITECAP NORTH PADRE ISLAND r Unit 1E ,' /\� Poge2of2 \4� WATERFRONT LOi TYP. BUILDING LINES TY, : TL.I'..- LI`,E N GRAPHIC SWLE -100 0 50 IC, 200 300 5F SBP LJA ENGINEERING TER, Fil,1 REG NO F.,.9E mp” m WHITECAP PUBLIC IMPROVEMENT DISTRICT NO. 1 FINAL SERVICE AND ASSESSMENT PLAN 39 EXHIBIT A-3 - MAP OF THE PRESERVE - HI -LE ISSSI fi !/1 } {ter' .y sr f _I I _ Fk9i "JEFF"' _ 1 yyy ry.i l6Credal. Tt s - - 11 .wwww , . r F rl d I 1 1 I p _� 1I 11' � I I ' — I, . I I i t II II II I. u r I ' I II r • DIAMOND BEACH' HOLDINGS • .WHITECAP -L= NORTH PADRE ISLAND." INITIAL IMPROVEMENTS COMMON TO ALL AREAS , ... EXHIBIT H j WHITECAP PUBLIC IMPROVEMENT DISTRICT NO. 1 FINAL SERVICE AND ASSESSMENT PLAN 40 EXHIBIT A-4 - MAP OF REMAINDER AREA - HI -LE • NJ Cn+ r- _11 _I I'1 LJA - +I• L. --- I < T r ., iJ DIAMOND BEACH' HOLDINGS �•i IM1' 'WHITECAP NORTHWHITECAP NORTH PADRE ISLAND"_. REMAINING „ IMPROVEMENT AREA , - EXHIBIT I : J WHITECAP PUBLIC IMPROVEMENT DISTRICT NO. 1 FINAL SERVICE AND ASSESSMENT PLAN 41 EXHIBIT A-5 - LOT TYPE CLASSIFICATION MAP WHITECAP NORTH PADRE ISLAND Site Visualization 1 Phase 1 Lot Numbering ‘,) +Fl+H1"P+I4 0 Lot Type 1 Lot Type 2 Lot Type 3 WHITECAP PUBLIC IMPROVEMENT DISTRICT NO. 1 FINAL SERVICE AND ASSESSMENT PLAN Li Lot Type 4 El Lot Type 5 ▪ Lot Type 6 ▪ Lot Type 7 42 Initial Common to All Improvements Preserve Soft Costsldi EXHIBIT B - PROJECT COSTS Total Costsiai Privateibi $ 2,310,000 $ 852,500 $ 3,162,500 1 Improvement Area #1 r % Cost Area Cost 23.55% $ 544,018 76.45% $ 1,765,982 23.55% 200,769 76.45% 651,731 $ 744,786 $ 2,417,714 Improvement Area #1 Improvements Street $ 17,087,424 $ - 100.00% $ 17,087,424 0.00% $ Drainage 1,655,010 - 100.00% 1,655,010 0.00% Water 1,742,790 - 100.00% 1,742,790 0.00% Wastewater 3,196,725 - 100.00% 3,196,725 0.00% Soft CostsH 3,436,250 - 100.00% 3,436,250 0.00% Improvement Area #1 Private Improvements Community Amenities and Parks Private Landscape Development Costs Bond Issuance Costs 18 Debt Service Reserve Capitalized Interest Underwriter's Discount Costs of Issuance $ 27,118,199 $ - $ 27,118,199 $ $ 8,460,000 $ 8,460,000 0.00% $ 2,291,000 2,291,000 0.00% $ 10,751,000 $ 10,751,000 $ 1,774,602 715,680 1,550,640 $ 1,774,602 715,680 1,550,640 0.00% $ 0.00% $ 4,040,922 $ 4,040,922 $ Other Costs Deposit to Administrative Fund $ 40,000 $ 40,000 $ $ 40,000 $ 40,000 $ Total $ 45,112,621 $ 10,751,000 $ 31,943,908 $ 2,417,714 Footnotes: [a] Total Costs per Preliminary Opinion of Probable Construction Costs Whitecap - North Padre Island, PID Direct Public Improvements dated 11/17/2023. [b] Not reimbursable through Assessments. [c] Initial Common to All Improvements are allocated to Improvement Area #1 and the Remainder Area pro rata based on acreage. Improvement Area #1 is 55.9022 acres and the Remainder Area 181.4688 acres. Therefore, Improvement Area #1 is allocated 23.55% ( = 55.9022/(55.9022 + 181.4688)) of the Initial Common to all Improvements, and the Remainder Area is allocated the remaining 76.45% ( = 181.4688/(55.9022 + 181.4688)) of the Initial Common to All Improvements. [d] Initial Common to All Improvement Soft Costs include contingency, and consultant fees. [e] Improvement Area #1 Soft Costs includes $150,000 in District Formation Costs. [f] Bond Issuance Costs and Other Costs associated with Improvement Area #1 are estimates only, to be determined at time of issuance of PID Bonds to reimburse all or a portion of the Improvement Area #1 Reimbursement Obligation. WHITECAP PUBLIC IMPROVEMENT DISTRCT NO. 1 FINAL SERVICE AND ASSESSMENT PLAN 43 EXHIBIT C - SERVICE PLAN Annual Installment Due Improvement Area #1 1/31/2025 1/31/2026 1/31/2027 1/31/2028 1/31/2029 Improvement Area in Reimbursement Obligation Principal $ 290,000.00 $ 308,000.00 $ 327,000.00 $ 348,000.00 $ 369,000.00 Interest $ 1,483,843.20 $ 1,465,805.20 $ 1,446,647.60 $ 1,426,308.20 $ 1,404,662.60 (1) $ 1,773,843.20 $ 1,773,805.20 $ 1,773,647.60 $ 1,774,308.20 $ 1,773,662.60 AdditionalInterestial (2) $ - $ - $ - $ - $ - Annual Collection Costs (3) $ 40,000.00 $ 40,800.00 $ 41,616.00 $ 42,448.32 $ 43,297.29 Total Annual Installment (4) = (1) + (2) + (3) $ 1,813,843.20 $ 1,814,605.20 $ 1,815,263.60 $ 1,816,756.52 $ 1,816,959.89 Footnotes: [a] Additional Interest will not be charged on the Improvement Area #1 Reimbursement Obligation. In the event PID Bonds secured by the Improvement Area #1 Assessment are issued, the Service Plan and Improvement Area #1 Assessment Roll shall be updated to reflect the Additional Interest collected for such PID Bonds. WHITECAP PUBLIC IMPROVEMENT DISTRICT NO. 1 FINAL SERVICE AND ASSESSMENT PLAN 44 EXHIBIT D -SOURCES AND USES OF FUNDS Private Sources of Funds Improvemeri . Remainder Area Improvement Area #1 Reimbursement Obligation Developer Contribution''' Developer Contribution - Initial Common to All Improvements - IA#1l`l Developer Contribution - Initial Common to All Improvements - Remainder Arealdl Developer Contribution - Private Improvements''' Total Sources 23,856,000 $ 7,343,121 744,786 10,751,000 2,417,714 $ 23,856,000 9,760,835 744,786 2,417,714 10,751,000 10,751,000 $ 31,943,908 2,417,714 45,112,621 Initial Common to All Improvements Improvement Area #1 Improvements Private Improvements Bond Issuance Costs (b/ Debt Service Reserve Capitalized Interest Underwriter's Discount Costs of Issuance Other Costs (b/ Deposit to Administrative Fund Total Uses Footnotes: $ - $ 744,786 $ - 27,118,199 10,751,000 - $ 10,751,000 $ 27,862,985 $ $ - $ 1,774,602 $ 2,417,714 $ 2,417,714 $ 715,680 - - 1,550,640 - $ - $ 4,040,922 $ - $ $ - $ 40,000 $ - $ $ - $ 40,000 $ - $ $ 10,751,000 $ 31,943,908 $ 2,417,714 $ 3,162,500 27,118,199 10,751,000 41,031,699 1,774,602 715,680 1,550,640 4,040,922 40,000 40,000 45,112,621 [a] Not reimbursable through Assessments. [b] Bond Issuance Costs and Other Costs associated with Improvement Area #1 are estimates only, to be determined at time of issuance of PID Bonds to reimburse all or a portion of the Improvement Area #1 Reimbursement Obligation. [c] Initial Common to All Improvements allocable to Improvement Area #1 are financed by the Owner Contribution - Initial Common to All Improvements - IA#1, and are not to be reimbursed from Assessments. [d] Initial Common to All Improvements allocable to the Remainder Area are eligible to be reimbursed from future Assessments. WHITECAP PUBLIC IMPROVEMENT DISTRICT NO. 1 FINAL SERVICE AND ASSESSMENT PLAN 45 EXHIBIT E - MAXIMUM ASSESSMENT AND TAX RATE EQUIVALENT • Lot Type Units[e] Estimated Buildout Value Total Estimated Buildout Value per Unit[e] • Assessmert Average Annual Installment Total Per Unit Total Per Unit PID TRE VTL Improvement Area #1 Lot Type 1 Lot Type 2 Lot Type 3 Lot Type 4 Lot Type 5 Lot Type 6 Lot Type 7 19 $ 850,000 $ 16,150,000 $ 1,491,693 47 1,020,000 47,940,000 4,427,972 9 1,150,000 10,350,000 955,976 93 1,380,000 128, 340, 000 11, 854,108 15 1,500,000 22,500,000 2,078,210 9 1,800,000 16,200,000 1,496,311 7 2,400,000 16,800,000 1,551,730 $ 78,510 94,212 106,220 127,464 138,547 166,257 221,676 $ 114,312 339,325 73,259 908,407 159,258 114,666 118,913 $ 6,016 $ 0.7078 7,220 0.7078 8,140 0.7078 9,768 0.7078 10,617 0.7078 12,741 0.7078 16,988 0.7078 2.8086 2.8086 2.4995 2.4995 2.2411 2.2411 1.9244 Subtotal 199 $ 258,280,000 $ 23,856,000 $ 1,828,139 2.5001 Footnotes: [a] Per information provided by Developer on 9/15/2023. WHITECAP PUBLIC IMPROVEMENT DISTRICT NO. 1 FINAL SERVICE AND ASSESSMENT PLAN 46 EXHIBIT F-1 - IMPROVEMENT AREA #1 ASSESSMENT ROLL Property !DM Lot Type Acreage Allocation Outstanding Assessment Annual Installment due 1/31/20251bi 571270 Improvement Area #1 Initial Parcel 30.6800 30.47% 571269 Improvement Area #1 Initial Parcel 70.0003 69.53% $ 7,269,565.94 $ 16,586,434.06 552,726.89 1,261,116.31 Totall`I 100.6803 100.00% $ 23,856,000.00 $ 1,813,843.20 Footnotes: [a] The Assessment and Annual Installment have initially been allocated between all Property IDs within the Improvement Area #1 Initial Parcel pro rata based on acreage as reported by Nueces Central Appraisal District. Future allocation of the Assessment will be done in accordance with Section VI of this Service and Assessment Plan. [b] Annual Installment covers the period September 30, 2024 to October 1, 2025, and is due January 31, 2025. [c] For a version of the Improvement Area #1 Assessment Roll broken out on a per Lot basis by legal description per plats submitted by the Owner, see below. Note, Property ID numbers will be added when assigned by Nueces County. Legal Description 1 Property Unit Block Lot Lot Type Outstanding Total Annual Installment Assessment Due 1/31/2025 TBD TB D TBD TBD TBD TBD TBD TB D TB D TBD TBD TBD TBD TBD TBD TBD TBD TBD TBD TBD TB D TB D TBD TB D TB D 1A 1A 1A 1A 1A 1A 1A 1A 1A 1A 1A 1A 1A 1A 1A 1A 1A 1A 1A 1A 1A 1A 1A 1B 1B 6 6 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 2 3 Lot Type 4 Lot Type 4 Lot Type 4 Lot Type 4 Lot Type 4 Lot Type 4 Lot Type 4 Lot Type 4 Lot Type 4 Lot Type 4 Lot Type 4 Lot Type 4 Lot Type 4 Lot Type 4 Lot Type 4 Lot Type 4 Lot Type 4 Lot Type 4 Lot Type 4 Lot Type 4 Lot Type 7 Lot Type 7 Lot Type 7 Lot Type 2 Lot Type 2 $ 127,463.53 $ 127,463.53 $ 127,463.53 $ 127,463.53 $ 127,463.53 $ 127,463.53 $ 127,463.53 $ 127,463.53 $ 127,463.53 $ 127,463.53 $ 127,463.53 $ 127,463.53 $ 127,463.53 $ 127,463.53 $ 127,463.53 $ 127,463.53 $ 127,463.53 $ 127,463.53 $ 127,463.53 $ 127,463.53 $ 221,675.70 $ 221,675.70 $ 221,675.70 $ 94,212.17 $ 94,212.17 9,691.43 9,691.43 9,691.43 9,691.43 9,691.43 9,691.43 9,691.43 9,691.43 9,691.43 9,691.43 9,691.43 9,691.43 9,691.43 9,691.43 9,691.43 9,691.43 9,691.43 9,691.43 9,691.43 9,691.43 16,854.67 16,854.67 16,854.67 7,163.23 7,163.23 WHITECAP PUBLIC IMPROVEMENT DISTRICT NO. 1 FINAL SERVICE AND ASSESSMENT PLAN 47 Property Unit ID Block Lot Lot Type Outstanding Total Annual Installment Assessment Due 1/31/2025 TBD TBD TBD TBD TBD TBD TBD TBD TBD TBD TBD TBD TBD TBD TBD TBD TBD TBD TBD TBD TBD TBD TBD TBD TBD TBD TBD TBD TBD TBD TBD TBD TBD TBD TBD TBD TBD TBD TBD TBD Lot Type 2 Lot Type 2 Lot Type 2 Lot Type 2 Lot Type 2 Lot Type 2 Lot Type 2 Lot Type 2 Lot Type 2 Lot Type 2 Lot Type 2 Lot Type 2 Lot Type 2 Lot Type 2 Lot Type 2 Lot Type 2 Lot Type 2 Lot Type 2 Lot Type 2 Lot Type 2 Lot Type 2 Lot Type 2 Lot Type 2 Lot Type 2 Lot Type 2 Lot Type 2 Lot Type 2 Lot Type 2 Lot Type 2 Lot Type 2 Lot Type 2 Lot Type 2 Lot Type 2 Lot Type 2 Lot Type 2 Lot Type 2 Lot Type 2 Lot Type 2 Lot Type 2 Lot Type 2 $ 94,212.17 $ 94,212.17 $ 94,212.17 $ 94,212.17 $ 94,212.17 $ 94,212.17 $ 94,212.17 $ 94,212.17 $ 94,212.17 $ 94,212.17 $ 94,212.17 $ 94,212.17 $ 94,212.17 $ 94,212.17 $ 94,212.17 $ 94,212.17 $ 94,212.17 $ 94,212.17 $ 94,212.17 $ 94,212.17 $ 94,212.17 $ 94,212.17 $ 94,212.17 $ 94,212.17 $ 94,212.17 $ 94,212.17 $ 94,212.17 $ 94,212.17 $ 94,212.17 $ 94,212.17 $ 94,212.17 $ 94,212.17 $ 94,212.17 $ 94,212.17 $ 94,212.17 $ 94,212.17 $ 94,212.17 $ 94,212.17 $ 94,212.17 $ 94,212.17 7,163.23 7,163.23 7,163.23 7,163.23 7,163.23 7,163.23 7,163.23 7,163.23 7,163.23 7,163.23 7,163.23 7,163.23 7,163.23 7,163.23 7,163.23 7,163.23 7,163.23 7,163.23 7,163.23 7,163.23 7,163.23 7,163.23 7,163.23 7,163.23 7,163.23 7,163.23 7,163.23 7,163.23 7,163.23 7,163.23 7,163.23 7,163.23 7,163.23 7,163.23 7,163.23 7,163.23 7,163.23 7,163.23 7,163.23 7,163.23 i WHITECAP PUBLIC IMPROVEMENT DISTRICT NO. 1 FINAL SERVICE AND ASSESSMENT PLAN 48 Property Unit ID Block Lot Lot Type Outstanding Total Annual Installment Assessment Due 1/31/2025 TBD TBD TBD TBD TBD TBD TBD TBD TBD TBD TBD TBD TBD TBD TBD TBD TBD TBD TBD TBD TBD TBD TBD TBD TBD TBD TBD TBD TBD TBD TBD TBD TBD TBD TBD TBD TBD TBD TBD TBD Lot Type 2 Lot Type 2 Lot Type 2 Lot Type 2 Lot Type 2 Lot Type 1 Lot Type 1 Lot Type 1 Lot Type 1 Lot Type 1 Lot Type 1 Lot Type 1 Lot Type 1 Lot Type 1 Lot Type 1 Lot Type 1 Lot Type 1 Lot Type 1 Lot Type 1 Lot Type 1 Lot Type 1 Lot Type 1 Lot Type 1 Lot Type 1 Lot Type 4 Lot Type 4 Lot Type 4 Lot Type 4 Lot Type 4 Lot Type 4 Lot Type 4 Lot Type 4 Lot Type 4 Lot Type 4 Lot Type 4 Lot Type 4 Lot Type 4 Lot Type 4 Lot Type 4 Lot Type 4 $ 94,212.17 $ 94,212.17 $ 94,212.17 $ 94,212.17 $ 94,212.17 $ 78,510.14 $ 78,510.14 $ 78,510.14 $ 78,510.14 $ 78,510.14 $ 78,510.14 $ 78,510.14 $ 78,510.14 $ 78,510.14 $ 78,510.14 $ 78,510.14 $ 78,510.14 $ 78,510.14 $ 78,510.14 $ 78,510.14 $ 78,510.14 $ 78,510.14 $ 78,510.14 $ 78,510.14 $ 127,463.53 $ 127,463.53 $ 127,463.53 $ 127,463.53 $ 127,463.53 $ 127,463.53 $ 127,463.53 $ 127,463.53 $ 127,463.53 $ 127,463.53 $ 127,463.53 $ 127,463.53 $ 127,463.53 $ 127,463.53 $ 127,463.53 $ 127,463.53 7,163.23 7,163.23 7,163.23 7,163.23 7,163.23 5,969.36 5,969.36 5,969.36 5,969.36 5,969.36 5,969.36 5,969.36 5,969.36 5,969.36 5,969.36 5,969.36 5,969.36 5,969.36 5,969.36 5,969.36 5,969.36 5,969.36 5,969.36 5,969.36 9,691.43 9,691.43 9,691.43 9,691.43 9,691.43 9,691.43 9,691.43 9,691.43 9,691.43 9,691.43 9,691.43 9,691.43 9,691.43 9,691.43 9,691.43 9,691.43 WHITECAP PUBLIC IMPROVEMENT DISTRICT NO. 1 FINAL SERVICE AND ASSESSMENT PLAN 49 Property Unit ID Block Lot Lot Type Outstanding Total Annual Installment Assessment Due 1/31/2025 TBD TBD TBD TBD TBD TBD TBD TBD TBD TBD TBD TBD TBD TBD TBD TBD TBD TBD TB D TB D TB D TB D TB D TB D TB D TB D TB D TB D TB D TB D TB D TB D TB D TB D TB D TB D TB D TB D TB D TB D Lot Type 4 Lot Type 4 Lot Type 4 Lot Type 4 Lot Type 4 Lot Type 4 Lot Type 6 Lot Type 6 Lot Type 4 Lot Type 4 Lot Type 4 Lot Type 4 Lot Type 4 Lot Type 4 Lot Type 4 Lot Type 4 Lot Type 4 Lot Type 4 Lot Type 4 Lot Type 4 Lot Type 4 Lot Type 4 Lot Type 4 Lot Type 4 Lot Type 4 Lot Type 4 Lot Type 4 Lot Type 4 Lot Type 4 Lot Type 4 Lot Type 4 Lot Type 4 Lot Type 4 Lot Type 6 Lot Type 7 Lot Type 7 Lot Type 7 Lot Type 6 Lot Type 4 Lot Type 4 $ 127,463.53 $ 127,463.53 $ 127,463.53 $ 127,463.53 $ 127,463.53 $ 127,463.53 $ 166,256.78 $ 166,256.78 $ 127,463.53 $ 127,463.53 $ 127,463.53 $ 127,463.53 $ 127,463.53 $ 127,463.53 $ 127,463.53 $ 127,463.53 $ 127,463.53 $ 127,463.53 $ 127,463.53 $ 127,463.53 $ 127,463.53 $ 127,463.53 $ 127,463.53 $ 127,463.53 $ 127,463.53 $ 127,463.53 $ 127,463.53 $ 127,463.53 $ 127,463.53 $ 127,463.53 $ 127,463.53 $ 127,463.53 $ 127,463.53 $ 166,256.78 $ 221,675.70 $ 221,675.70 $ 221,675.70 $ 166,256.78 $ 127,463.53 $ 127,463.53 9,691.43 9,691.43 9,691.43 9,691.43 9,691.43 9,691.43 12,641.00 12,641.00 9,691.43 9,691.43 9,691.43 9,691.43 9,691.43 9,691.43 9,691.43 9,691.43 9,691.43 9,691.43 9,691.43 9,691.43 9,691.43 9,691.43 9,691.43 9,691.43 9,691.43 9,691.43 9,691.43 9,691.43 9,691.43 9,691.43 9,691.43 9,691.43 9,691.43 12,641.00 16,854.67 16,854.67 16,854.67 12,641.00 9,691.43 9,691.43 WHITECAP PUBLIC IMPROVEMENT DISTRICT NO. 1 FINAL SERVICE AND ASSESSMENT PLAN 50 Property Unit ID Block Lot Lot Type Outstanding Total Annual Installment Assessment Due 1/31/2025 TBD TBD TBD TBD TBD TBD TBD TBD TBD TBD TBD TBD TBD TBD TBD TBD TBD TBD TBD TBD TBD TBD TBD TBD TBD TBD TBD TBD TBD TBD TBD TBD TBD TBD TBD TBD TBD TBD TBD TBD 1E 1E 1E 1E 1E 1E 1E 1E 1E 1E 10 10 10 10 1E 10 10 10 10 10 10 10 10 10 10 10 10 10 10 10 10 10 10 10 10 10 10 10 1C 1C Lot Type 4 Lot Type 4 Lot Type 4 Lot Type 4 Lot Type 4 Lot Type 4 Lot Type 4 Lot Type 4 Lot Type 4 Lot Type 4 Lot Type 4 Lot Type 4 Lot Type 4 Lot Type 4 Lot Type 4 Lot Type 4 Lot Type 4 Lot Type 4 Lot Type 4 Lot Type 4 Lot Type 4 Lot Type 4 Lot Type 4 Lot Type 4 Lot Type 6 Lot Type 6 Lot Type 6 Lot Type 6 Lot Type 6 Lot Type 7 Lot Type 5 Lot Type 5 Lot Type 5 Lot Type 5 Lot Type 5 Lot Type 5 Lot Type 5 Lot Type 5 Lot Type 5 Lot Type 5 $ 127,463.53 $ 127,463.53 $ 127,463.53 $ 127,463.53 $ 127,463.53 $ 127,463.53 $ 127,463.53 $ 127,463.53 $ 127,463.53 $ 127,463.53 $ 127,463.53 $ 127,463.53 $ 127,463.53 $ 127,463.53 $ 127,463.53 $ 127,463.53 $ 127,463.53 $ 127,463.53 $ 127,463.53 $ 127,463.53 $ 127,463.53 $ 127,463.53 $ 127,463.53 $ 127,463.53 $ 166,256.78 $ 166,256.78 $ 166,256.78 $ 166,256.78 $ 166,256.78 $ 221,675.70 $ 138,547.31 $ 138,547.31 $ 138,547.31 $ 138,547.31 $ 138,547.31 $ 138,547.31 $ 138,547.31 $ 138,547.31 $ 138,547.31 $ 138,547.31 9,691.43 9,691.43 9,691.43 9,691.43 9,691.43 9,691.43 9,691.43 9,691.43 9,691.43 9,691.43 9,691.43 9,691.43 9,691.43 9,691.43 9,691.43 9,691.43 9,691.43 9,691.43 9,691.43 9,691.43 9,691.43 9,691.43 9,691.43 9,691.43 12,641.00 12,641.00 12,641.00 12,641.00 12,641.00 16,854.67 10,534.17 10,534.17 10,534.17 10,534.17 10,534.17 10,534.17 10,534.17 10,534.17 10,534.17 10,534.17 i WHITECAP PUBLIC IMPROVEMENT DISTRICT NO. 1 FINAL SERVICE AND ASSESSMENT PLAN 51 Legal Description Property Unit Block Lot Lo' ID Outstanding Total Annual Installment Assessment Due 1/31/2025 TBD TBD TBD TBD TBD TBD TBD TBD TBD TBD TBD TBD TBD TBD 1C 1C 1C 1C 1C 1C 1C 1C 1C 1C 1C 1C 1C 1C 16 16 16 16 16 16 16 16 16 16 16 16 16 4 5 6 7 8 9 10 11 12 13 14 15 16 16 17 Lot Type 5 $ Lot Type 5 $ Lot Type 5 $ Lot Type 3 $ Lot Type 3 $ Lot Type 3 $ Lot Type 3 $ Lot Type 5 $ Lot Type 5 $ Lot Type 3 $ Lot Type 3 $ Lot Type 3 $ Lot Type 3 $ Lot Type 3 $ 138,547.31 138,547.31 138,547.31 106,219.61 106,219.61 106,219.61 106,219.61 138,547.31 138,547.31 106,219.61 106,219.61 106,219.61 106,219.61 106,219.61 10,534.17 10,534.17 10,534.17 8,076.20 8,076.20 8,076.20 8,076.20 10,534.17 10,534.17 8,076.20 8,076.20 8,076.20 8,076.20 8,076.20 Total $ 23,856,000.00 $ 1,813,842.68 WHITECAP PUBLIC IMPROVEMENT DISTRICT NO. 1 FINAL SERVICE AND ASSESSMENT PLAN 52 EXHIBIT F-2 - IMPROVEMENT AREA #1 ANNUAL INSTALLMENTS Installment Due 1/31 Principal I nterest[a] Annual Collection Total Annual Costs Installments[b] 2025 2026 2027 2028 2029 2030 2031 2032 2033 2034 2035 2036 2037 2038 2039 2040 2041 2042 2043 2044 2045 2046 2047 2048 2049 2050 2051 2052 2053 2054 $ 290,000 $ 308,000 $ 327,000 $ 348,000 $ 369,000 $ 392,000 $ 417,000 $ 443,000 $ 470,000 $ 500,000 $ 531,000 $ 564,000 $ 599,000 $ 636,000 $ 676,000 $ 718,000 $ 762,000 $ 810,000 $ 860,000 $ 914,000 $ 970,000 $ 1,031,000 $ 1,095,000 $ 1,163,000 $ 1,235,000 $ 1,312,000 $ 1,394,000 $ 1,480,000 $ 1,572,000 $ 1,670,000 $ 1,483,843 $ 1,465,805 $ 1,446,648 $ 1,426,308 $ 1,404,663 $ 1,381,711 $ 1,357,328 $ 1,331,391 $ 1,303,836 $ 1,274,602 $ 1,243,502 $ 1,210,474 $ 1,175,393 $ 1,138,136 $ 1,098,576 $ 1,056,529 $ 1,011,870 $ 964,473 $ 914,091 $ 860,599 $ 803,748 $ 743,414 $ 679,286 $ 611,177 $ 538,839 $ 462,022 $ 380,415 $ 293,708 $ 201,652 $ 103,874 40,000 40,800 41,616 42,448 43,297 44,163 45,046 45,947 46,866 47,804 48,760 49,735 50,730 51,744 52,779 53,835 54,911 56,010 57,130 58,272 59,438 60,627 61,839 63,076 64,337 65,624 66,937 68,275 69,641 71,034 $ 1,813,843 $ 1,814,605 $ 1,815,264 $ 1,816,757 $ 1,816,960 $ 1,817,874 $ 1,819,375 $ 1,820,338 $ 1,820,703 $ 1,822,406 $ 1,823,262 $ 1,824,209 $ 1,825,123 $ 1,825,880 $ 1,827,356 $ 1,828,364 $ 1,828,781 $ 1,830,483 $ 1,831,221 $ 1,832,872 $ 1,833,186 $ 1,835,041 $ 1,836,125 $ 1,837,253 $ 1,838,176 $ 1,839,646 $ 1,841,352 $ 1,841,984 $ 1,843,293 $ 1,844,908 Total $ 23,856,000 $ 29,367,917 $ 1,622,723 $ 54,846,640 Footnotes: [a] Interest is calculated at a 6.22% rate for illustrative purposes. [b] The figures shown above are estimates only and subject to change in Annual Service Plan Updates. Changes in Annual Collection Costs, reserve fund requirements, interest earnings, or other available offsets could increase or decrease the amounts shown. WHITECAP PUBLIC IMPROVEMENT DISTRICT NO. 1 FINAL SERVICE AND ASSESSMENT PLAN 53 EXHIBIT G-1- MAPS OF INITIAL COMMON TO ALL IMPROVEMENTS LJA ENGINEERINI -EXAS ENGINEERING FIRM F-' i'.'.. T } y II DIAMOND BEACH' --- HOLDINGS w� •WHITECAP NORTH PADRE ISLAND INf11AL IMPROVEMENTS COMMON TO ALL AREAS . EXHIBIT H 111111111111111111111111111111111111111=116 - WHITECAP PUBLIC IMPROVEMENT DISTRICT NO. 1 FINAL SERVICE AND ASSESSMENT PLAN 54 L EXHIBIT G-2 - MAPS OF IMPROVEMENT AREA #1 IMPROVEMENTS w NJ ^.1 1-M:P..R v-VAEMET -AwRE.A#1 - • :�- CFA Sill CPC rs ENGINEERING E .-1.NEERING FIRM F-1366 ..crow.. -2! „1 — H1 RuroCAf7 SFIX Text WW i DIAMOND BEACH HOLDINGS` WHITECAP1,7 !NORTH PADRE ISLAND IMPROVEMENT AREA 41 SITE, STREET, & STORM PID DIRECT PUBLIC IMPROVEMENTS EXHIBIT D ' WHITECAP PUBLIC IMPROVEMENT DISTRICT NO. 1 FINAL SERVICE AND ASSESSMENT PLAN 55 L - HI -LE 1.1 W NJ .l •*N - _ Trio. ' P`R.O V°E M E`I4_T #9`�; • .• I w LJA ENGINEERING -°>tb.s ENGINEERINu FIRM F-' 3E6 k ape` ' cC4\ 1 I xWx .A wi�i\ t` L_ aft sny PUNK PallOVINIIPIT$ OPC PATO r l 24 , „, , ;'f ,,,/ , i DIAMOND BEACH ! WHITECAP if i I{ NORTH PADRE ISLANE IMPROVEMENT AREA #1 WATER N I PID DIRECT PUBLIC IMPROVEMEN1 I 1 I EXHIBIT E HOLDINGS f I i WHITECAP PUBLIC IMPROVEMENT DISTRICT NO. 1 FINAL SERVICE AND ASSESSMENT PLAN 56 ...s:.HI. ' . 4.E r . • . 1. kr M P'R.O{V E M E'N—T R E A #1` -- t CRIL r+nrs fs y w LJA ENGINEERING TAS ENGINEERING FIRM F-1336 snsn. stairMask ,ars Chr.chm& zri. a%) i IAfF �� 1 DIAMOND BEACH HOLDINGS f 1 WHITECAP 1 NORTH PADRE ISLAND IMPROVEMENT AREA #1 WASTEWATER PID DIRECT PUBLIC IMPROVEMENTS EXHIBIT' F r ti—�l ILEf rl &.+ 14411- r 1 WHITECAP PUBLIC IMPROVEMENT DISTRICT NO. 1 FINAL SERVICE AND ASSESSMENT PLAN 57 3410 OWAIENT 10 AELDSEC. 4022 43F02.1108 4085202420 0»L, 524 AEFTRU 0 00,11. 22 01900. CM 23 2212. 4450 220/1. acT OE .Eb Foa 00NST0221l08. N001124. 021 %DWI ...POSE. EMTH).S.a1 ENtiliKals P.sq-taCkl, Effallia0RIS 11240 21241 01 se 7--------"L 1 .5 , z NASIEWIER UK 1 (CPC paw a) 1 1 ' 6" SUaCRETE .ENT STREET MITEr, L.P. FORr L TYPICAL RESIDENTIAL LOCAL STREET & UTILITIES 1,alWaS5r 10215 PART C) 23. 1,13 SOKISPETE ' MEWENT SWEET 1,151E.MER UNE (CFC PART F) WEP LAE -. / 0.6 2502 61 :OK PARI - TYPICAL CR -2 LOCAL STREET & UTILITIES TS' 1022 .AT a) 32440 22/1r a) (Das a..'s 2) 22. 13-13 YEW !r..x.e.D.ID5TalEET Z 0 1 .,...- waSTEaalEa L.PaE dir (C.0. PAR7 r; TYPICAL BOULEVARD & UTILMES -I - = i m X i x ENR11.01i1, I I VISTIIK.15 13 00 (cd.,. Yr'r . a) 1 1 1 (sec saFT a) 460„ —I r 0:.Z pda„.0r)).) 20800 irga.ci —qmrriz 00 1 .-11-IICVIEND r-1. CCrOETE .1.72. in.) r..1 a,,,r,,,, jE 404*6*604 12.26 _l_: i .P. Cg.-.... rk x a TYPICAL ALLEYWAY voATER LME (OM PIOT 1) WHITECAP PUBLIC IMPROVEMENT DISTRICT NO. 1 FINAL SERVICE AND ASSESSMENT PLAN 58 KS EXHIBIT H — FORM OF NOTICE OF ASSESSMENT TERMINATION P3Works, LLC 9284 Huntington Square, Suite 100 North Richland Hills, TX 76182 [Date] Nueces County Clerk's Office Honorable [County Clerk] 901 Leopard St #201 Corpus Christi, TX 78401 Re: City of Corpus Christi Lien Release documents for filing Dear Ms./Mr. [County Clerk] Enclosed is a lien release that the City of Corpus Christi is requesting to be filed in your office. Lien release for [insert legal description]. Recording Numbers: [Plat]. Please forward copies of the filed documents to my attention: City of Corpus Christi Attn: City Secretary 1201 Leopard St Corpus Christi, TX 78401 Please contact me if you have any questions or need additional information. Sincerely, [Signature] P3Works, LLC (817) 393-0353 Admin@P3-Works.com www.P3-Works.com WHITECAP PUBLIC IMPROVEMENT DISTRICT NO. 1 FINAL SERVICE AND ASSESSMENT PLAN 59 AFTER RECORDING RETURN TO: [City Secretary Name] 1201 Leopard St Corpus Christi, TX 78401 NOTICE OF CONFIDENTIALITY RIGHTS: IF YOU ARE A NATURAL PERSON, YOU MAY REMOVE OR STRIKE ANY OR ALL OF THE FOLLOWING INFORMATION FROM ANY INSTRUMENT THAT TRANSFERS AN INTEREST IN REAL PROPERTY BEFORE IT IS FILED FOR RECORD IN THE PUBLIC RECORDS: YOUR SOCIAL SECURITY NUMBER OR YOUR DRIVER'S LICENSE NUMBER. FULL RELEASE OF PUBLIC IMPROVEMENT DISTRICT LIEN STATE OF TEXAS KNOWN ALL MEN BY THESE PRESENTS: COUNTY OF NUECES THIS FULL RELEASE OF PUBLIC IMPROVEMENT DISTRICT LIEN (this "Full Release") is executed and delivered as of the Effective Date by the City of Corpus Christi, Texas, a Texas home rule municipality (the "City"). RECITALS WHEREAS, the governing body (hereinafter referred to as the "City Council") of the City is authorized by Chapter 372, Texas Local Government Code, as amended (hereinafter referred to as the "Act"), to create public improvement districts within the corporate limits of the City; and WHEREAS, on May 17, 2022, the City Council of the City approved Resolution No. 032761 creating the Whitecap Public Improvement District No. 1 (the "District"); and WHEREAS, the District consists of approximately 242.011 contiguous acres within the corporate limits of the City; and WHEREAS, on , the City Council, approved Ordinance No. (hereinafter referred to as the "Assessment Ordinance") approving a service and assessment plan and assessment roll for the real property located with the District, the Assessment Ordinance being recorded on , as Instrument No. in the official public records of Nueces County, Texas; and WHEREAS, the Assessment Ordinance imposed an assessment in the amount of [amount] (hereinafter referred to as the "Lien Amount") and further imposed a lien to secure the payment of the Lien Amount (the "Lien") against the following property located within the District, to wit: WHITECAP PUBLIC IMPROVEMENT DISTRICT NO. 1 FINAL SERVICE AND ASSESSMENT PLAN 60 and [legal description], an addition to the City of [City], [County], Texas, according to the map or plat thereof recorded as Instrument No. in the Map Records of Nueces County, Texas (the "Property"); WHEREAS, the Lien Amount has been paid in full. RELEASE NOW THEREFORE, for and in consideration of the full payment of the Lien Amount, the City hereby releases and discharges, and by these presents does hereby release and discharge, the Lien to the extent that is affects and encumbers the Property. EXECUTED to be EFFECTIVE this the day of , 20. ATTEST: [Secretary Name], City Secretary STATE OF TEXAS COUNTY OF NUECES § § § CITY OF CORPUS CHRISTI, TEXAS, A Texas home rule municipality, By: [Manager Name], City Manager This instrument was acknowledged before me on the day of , 20, by the City Manager for the City of Corpus Christi, Texas, a Texas home rule municipality, on behalf of said municipality. Notary Public, State of Texas WHITECAP PUBLIC IMPROVEMENT DISTRICT NO. 1 FINAL SERVICE AND ASSESSMENT PLAN 61 EXHIBIT I - ANNUAL INSTALLMENT SCHEDULE FOR THE IMPROVEMENT AREA #1 REIMBURSEMENT OBLIGATION Installment Due 1/31 Principal I nterest[a] Total Installment 2025 2026 2027 2028 2029 2030 2031 2032 2033 2034 2035 2036 2037 2038 2039 2040 2041 2042 2043 2044 2045 2046 2047 2048 2049 2050 2051 2052 2053 2054 $ 290,000 $ 308,000 $ 327,000 $ 348,000 $ 369,000 $ 392,000 $ 417,000 $ 443,000 $ 470,000 $ 500,000 $ 531,000 $ 564,000 $ 599,000 $ 636,000 $ 676,000 $ 718,000 $ 762,000 $ 810,000 $ 860,000 $ 914,000 $ 970,000 $ 1,031,000 $ 1,095,000 $ 1,163,000 $ 1,235,000 $ 1,312,000 $ 1,394,000 $ 1,480,000 $ 1,572,000 $ 1,670,000 $ 1,483,843 $ 1,465,805 $ 1,446,648 $ 1,426,308 $ 1,404,663 $ 1,381,711 $ 1,357,328 $ 1,331,391 $ 1,303,836 $ 1,274,602 $ 1,243,502 $ 1,210,474 $ 1,175,393 $ 1,138,136 $ 1,098,576 $ 1,056,529 $ 1,011,870 $ 964,473 $ 914,091 $ 860,599 $ 803,748 $ 743,414 $ 679,286 $ 611,177 $ 538,839 $ 462,022 $ 380,415 $ 293,708 $ 201,652 $ 103,874 $ 1,773,843 $ 1,773,805 $ 1,773,648 $ 1,774,308 $ 1,773,663 $ 1,773,711 $ 1,774,328 $ 1,774,391 $ 1,773,836 $ 1,774,602 $ 1,774,502 $ 1,774,474 $ 1,774,393 $ 1,774,136 $ 1,774,576 $ 1,774,529 $ 1,773,870 $ 1,774,473 $ 1,774,091 $ 1,774,599 $ 1,773,748 $ 1,774,414 $ 1,774,286 $ 1,774,177 $ 1,773,839 $ 1,774,022 $ 1,774,415 $ 1,773,708 $ 1,773,652 $ 1,773,874 Total $ 23,856,000 $ 29,367,917 $ 53,223,917 Footnotes: [a] Interest is calculated at a 6.22% rate for illustrative purposes. [b] The figures shown above are estimates only and subject to change in Annual Service Plan Updates. Changes in Annual Collection Costs, reserve fund requirements, interest earnings, or other available offsets could increase or decrease the amounts shown. WHITECAP PUBLIC IMPROVEMENT DISTRICT NO. 1 FINAL SERVICE AND ASSESSMENT PLAN 62 EXHIBIT J-1 - DISTRICT LEGAL DESCRIPTION LNV engineers architects contractors Solutions Today with a Vision for Tomorrow 30.68 ACRE TRACT Field Notes Description S1IOw1NG "1114 BOUNDARY OF A 30.68 -ACRE TRACT OF LAND TS DESCRIBED AS "TRACT 4", CO'•I'RISE•.D OF A PORTION OF LOT 270 OF THE PADRE ISLAND - CORPUS CHRISTI ISLAND FAIRWAY ESTATES, HEREAFTER REFERRED TO AS P.I.C.C.LF.E, A MAP OF WHICH IS RECORDED TN VOLUME .7. PAGE 739. MAP RECORDS, NUECES COUNTY, TEXAS, :4 PORTION OF BLOCK 26 ()1 I:Hl P.[.C.C.LF.F.., BLOCKS 24-33, A MAP OF WHICH [S RECORDED 1N 4 (4 ;A.F 411; PAGE 154, MAP' P: F(-�)fillti, N(.4C:F:S COUNTY, TEXAS A PORTION OF 4111-. 1'.1.C.1'.41 .1 111 1 )4:KS 43-44, A MAP OF o ii:Cil 15 11F•:CO1&Ulll GN VO]..L111E 42, PAGE 1:), 0.41' RECO) 134, 4. :101 6 ('O1:\ I.Y. TEXAS, AND I'01: [IONS 16 BLOCKS, 34. 35, AND 36 OF THF: k'. LI:.C.I.f .I•:, 111 OCKS i4, '1 .641) i6.. A S•I:AP OF WHICH IS 1'.1 CORDFI) IN 401.1:41:`.44, PACi4 183, MAP R4CORDS, NUFC4S C:1; N 1'1 . '1 ?:A.S. S.A11) 131.i10KS 26, .. 'S.47, 44, AND A 1'URITON OF 131 IXIK )4 NOW V'.ACA]T-1) AS 1'F:4 1'1 _'.T 1LE`.('C;3:)1.1) [\ VOLUME 67, RAI .l.5., MAO RI nOR0S, 44:1:4.1-5 CO1.'N.' Y, IF7(.AS, SAID 31).68 A: 1 ;1- TRACT Ii1 IN() MORE FULLY 1) S1 t 1I S I •.D BY MFFPS AND ]](]]'4]4) AS FI:)] ] ()WS; BEGINNING: A2 A .5'3 INCH 110)4 ROI) (Y 17.115,595.64, X -- 1396.449461 FOUNT) ON TATE SOUTH RIGHT -0F -WAY LINE Ur- r=:SIR 1.1),•1 1)I21VF (5V' it.040): SAME 14(:4(4 (/4 1'11E: 4(]1.'111 LINE OF A CALLED 3.766 -ACRE TRACT KNOWN ASA --R1G]]T-I11:-4411? EASI•:+dt).NT E OR'1"11].:\QUARIUS STREET RE -ALIGNMENT"' DESCRIBED IN A DEED TO TTI:. C11 Y OI' CORPLS ,:11RIS1 I AS RECORDED IN DOCUMENT NO, 2011039226, OFFICIAL RECOR1)5, '41..441•:5 C:OCKTY, 11:4AS, FOR .1H4 UPPER NORTHWEST CORNER OF LOT 21, SAID BLOCK 34, FOR AN 441.1'100R CORNER OF SAID LOT 27C, AND FOR A CORNER HEREOF; THENCE: 5 02°16'21" E, ALONG THE WEST LINE OF SAID LOT 21, BLOCK 34, A DISTANCE OF 47.77 FLET TO A 5/8 ENCH IRON ROD FOUND, FOR A CORNER HEREOF; 1IIF:NCF:: S 44'49'36" E, A DISTANCE OF 280,79 FEET TO A 5/8 INCH IRON ROD FOUND FOR A 0041M ON CORNI- ( OF LOTS 21 AND 22, SAID BLOCK 34, AND FOR A CORNER HEREOF; '1H (.NCE: N 37'25'07" H, ALONG THE COMM( k 1 111E OF SAID 1.0 1'$ 2. .AND 22, A DISTANCE OF 283.16 FEET TO .A 53 INCH ]BON. ROD FOUNT) ON TI II. 5011164 1211111T -01. -WAY 1..ENt OF COMMODORE'S DRIVE (120: R.0 W" 1 LOCA 1'1'1) ON A NON-TANGHN r C:I:it V1: I (1.1.111-: I.P.E"l, WI1.11 .4 It A11C4 C)1 1-42.11 FEET, A CHORD BEARINCJ OF S 67'116'30" 1`. 4411 .3 (1 IO]RD 1.441 i 1111)1 11)9.26 FF:F:T, FOR A CORNER HEREOF; THENCE: Al 04(1 5611) CC:HV Ii 11)'IT31•1.1.1 I, AN ARC: I N0111(14 109.43 FE4 1' TO A 5/8 INCH IRON ROD FOUND, FOR A COMNR IN Ci )R NFR (14 fi OTS 22 ANI) 23. SAID H1.00K 34, 1-0R A CORNER HERHOP; THENCE: S28°44'12" W, ALONG THE C OMNIOS''i 1'1:Cif SAID LOTS 22AND 23,ADISTANCE OF200.97 FEET TO A 5/0 INCH IRON ROD FOUND, FOR 4 4;1 NI.14 I If:RI Dr; THENCE: 5 09'54'41" W, A DISTANCE 01' ?75.54 F1;1:41-1:0 A POINT, FOR A CORNER HEREOF; THENCE: 5 13°36'58" E, A DISTANCE 01' 55.06 TELT TO A POINT, FOR A CORNER HEREOF; THENCE: S 05°18'06" E, A DISTANCE OF 181.88 FEET TO A POINT LOCATED ON A CURVE TO THE RIGHT, WITH A RADIUS OF 91,11 FEET, A CHORD BEARING OF 5 05°22'28" W AND A CHORD LENGTH OF 33.76 NLL1, FOR A CORNER HEREOF; THENCE: ALONG SAID CURVE TO THE. RIGHT, AN ARC LENGTH OF 33.95 FEET TO A POINT, FOR A. CORNER HEREOF; THENCE: S 19°49'40" W, A DISTANCE, OF 126.03 FEET TO A POINT LOCATED ON A CURVE TO THE LEFT, WITH A RADIUS 00 133.47 FEET, A CHORD BEARING OF S 10°19'44" W AND A CHORD LENGTH OF 98,40 PLL1, FOR A CORNER HEREOF; THENCE: ALONG SAID CURVE TO THE LEFT, AN ARC LENGTH OF 100.78 FEET, TO A POINT, FOR A CORNER HEREOF; THENCE: 5 10'15'25" E, A DISTANCE OF 115.67 FEET TO A POINT LOCATED ON A CURVE TO THE LEFT, WITH A RADIUS OF 142.77 FEET, A CHORD BEARING OF 5 24'43'36" E AND A CHORD LENGTH OF 66.19 FEET, FOR A CORNER HEREOF; THENCE: ALONG SAID CURVE TO THE LEFT, AN ARC LENGTH OF 56.80 FEET, TO A POINT, FOR A CORNER HEREOF; THENCE: 5 06°16'08' E, A DISTANCE OF 4.08 FETIT TO A POINT, FOR A CORNER HEREOF; WHITECAP PUBLIC IMPROVEMENT DISTRICT NO. 1 FINAL SERVICE AND ASSESSMENT PLAN 63 THENCE: S 38°10'10" E, A DISTANCE OF 46.88 FEET TO A POINT, FOR A CORNER HEREOF; THENCE: S 67°58'17" E, A DISTANCE OF 421 FEET TO A POINT, FOR A CORNER HEREOF; THENCE: S4194'16" F, A DISTANCE OF 70.34 FEET TO A PO]N'I' LOCATED ON A CURVE 10 1HE. LEI- 1, WITH A RADIUS OF 348.6 I FEET, A CHO R]] EI F:A R IN(i 01' S 32'26'13" L• AND A CFIORD LENGTII OF 112.41 FEET, FOR A CORNER HEREOF; THENCE: ALONG SAID CURVE TO TIIE LEFT, AN ARC LENGTH OF 112.51 111.11-11 i0 A POINT LOCATED ON A RL:VFRSE CURVE TO TIIE RIGHT, WITH A R.AT7111S OF 35.56 FF.F F. A CHORD BEARING OF 0 27`53'47" E AND A CHORD LENGTH OF 48.08 FEET, FOR A CORNER HEELED'. THENCE: CONTINUING ALONG SAID REVERSE: C1JPVE.'10 1HF RIGHT, AN ARC LENGTH OF 52.79 FEET TO A POINT, FOR A CORNER H FRE -OF; THENCE: 5 05°55'22" W. A D1S'rANCF: OF 96.67 FELT TO A POINT LOCATED ON A CURVE TO THE LEFT, WITH A RADIUS OF 0135.07 1 I:F. 1, A CHORD BEARING OF 5 03'07.54' W AND A CE(ORD LENGTH OF 76.16 FEET, FORA CORNER H IRLOF; THENCE: ALONG SAID CI3TRVE TO TIIE LEFT, AN AR(: 1.1-:NGTH OF 76.21 FEET TO A POINT, FOR A CORNER HEREOF; THENCE: S 00°17'08" E, A 1)16'1'ANCE OF 77.05 FLEA TO A POINT, FOR A CORNER HEREOF; THENCE: S 00'18'00' E, A DISTANCE OF 84.81 FEET TO A POINT LOCATED ON A CURVE TO THE LEVI, WITH A RADIUS OF 1638.83 FEET, A CHORD BEARING OF S 07°33'45" E AND A CHORD LENGTH OF 112.26 FEET, FOR A CORNER HEREOF; THENCE: ALONG SAID CURVE TO THE LEFT, AN ARC LENGTH OF 112.28 FEET TO A POW F LOCATED ON A REVERSE CURVE TO THE RIGHT WITH A RADIUS 0E388 61 FEET. A CHORD BEAR ENG OF S 02'34'53" E AND A CHORD LENGTH OF 93.96 FEET, FOR A CORNER HEREOF; THENCE:: ALONG SAID REVERSE CURVE TO THE RIGHT, AN ARC LENGTH OF 94.20 FEET TO A POI N 1'. FOR A CORNER HEREOF; 111 F:NCE: S 04°21'45" W, A DISTANCE OF 63.40 FEET TO A POINT, FOR A CORNER HEREOF; THENCE: S 07°06'04" W, A DISTANCE OF 83.11 FEET TO A POINT, FOR A CORNER HEREOF; THENCE: S 08°21'00" W, A DISTANCE OF 169.70 FEET TO A POINT LOCATED ON A CURVE TO THE LEF 1 , WFE'H A RADIUS OF 86.27 FEET, A CHORD BEARING OF S 08'46'50" E AND A CHORD LENGTH OF 58.39 FELT, FOR A CORNER HEREOF; TIIENCE: ALONG SAID CURVE TO THE LEFT, AN ARC LENGTH OF 59.57 FEET TO A POINT, FOR A CORNER HEREOF, TH F:NCE: 5 28°33'42" E, A DISTANCE OF 53.03 FEET TO A POINT, FOR THE SOUTHEAST CORNER IIEREOF; THENCE: N 88°39'54" W, A DISTANCE OF 56.61 FEET TO A POINT, FOR A CORNER HEREOF; THENCE: S 07'04'31" W, A DISTANCE OF 12.21 FEET TO A POINT, FOR THE SOUTHWEST CORNER HEREOF; THENCE: N 12°03'35" W, ADISTANCE OF 797.57 FEET TO A POINT, FOR A COMMON CORNER OF SAID LOTS 27C AND 27D, AND FOR A CORNER HEREOF; THENCE: N 75°55'16" W, ALONG THE COMMON LINE OF SAID LOTS 27C AND 271, A DISTANCE OF 532.65 FEET TO A POINT, FOR A CORNER HEREOF; THENCE: N 04°16'50" E, CONTINUING ALONG THE COMMON LINE OF SAID LOTS 27C AND 2717, A DISTANCE OF 200.23 FEET TO A POINT, FOR A CORNER HEREOF; THENCE: N 29'26'35" W, CONTINUING ALONG THE COMMON T ] VF: OF SAID I.OTS 77C AND 270, A DISTANCE (7F 1.206.29 FEET TO A POINT ON THE NORTH LINE OF SAID R.(7.W. FAS E:MENT, FOR IliL NORTHWEST CORNER IIEREOF; THENCE: N68°44'59" E. AL.ONG'1"HF NORTH LINE OF SAID R.O.W. F:ASI:VIFNT,A DISTANCE OF 697.30 FEET TO APOINT LOCATED ON A CURVE TO THE RIGHT, WITH A RADIUS OF 410.00 FEET, A CHORD SEARING OF N 78'00'59" 1 -:.AND A CHORD LENGTH OF 132.04 FEET, FORA CORNER HER FOE; THENCE: ALONG SAID CURVE TO THE RIGHT, AN ARC LEN[ TH OF 132.62 FEET TO A POINT, FOR A CORNER HEREOF; WHITECAP PUBLIC IMPROVEMENT DISTRICT NO. 1 FINAL SERVICE AND ASSESSMENT PLAN 64 THENCE: N 87°1657" E, A DISTANCE OF 152.58 FEET TO A POINT LOCATED ON A CURVE TO THE LEFT, WITH A RADIUS OF 13950 FEET, A CHORD BEARING OF N 71°21'24" E AND A CHORD LENGTH OF 76.56 FEET, FOR A CORNER HEREOF; THENCE: ALONG SAID CURVET() THE LEFT, AN ARC LENGTH OF 77.55 FEET TO A POINT LOCATED ON A COMPOUND CURVE TO THE LEFT, WITH A RADIUS OF 20.52 FEET, A CHORD BEARING OF N 12°5947" E AND A CHORD LENGTH OF 27.39 FEET, FOR A CORNER HEREOF; THEM10E: CONS [NUING ALONG SAID COMPOUND CURVE TO THE LEFT, AN ARC LENGTH OF 29.99 FEF[" 1.0 A 5 S INCH IRON ROD FOUND ON THE SOUTH RIGHT-OF-WAY LINE OF SAID COMMODORE'S DRI VE LOCATED ON A NON -TANGENT CURVE TO THE 1.EFT, WITH A RADIUS OF 492.33 FEET. A CHORD BEILRIVG OF S 36°0152' E AND A CHORD LENGTH OF 109.12 FEET, FOR THE NORTHEAST CORNER HI R1.OF; THENCE: ALONG SAID CURVE TO THE LEFT, AN ARC LENGTH OF 109.34 FEET FO A 5'8 INCH IRON ROD FOUND AE THE INTERSECTION OF COMMODORE'S DRIVE AND ESTRADA DRIVE LOCATED ON A NON -TANGENT CURVE TO THE 1.EFT, WITH A RADIUS OF 10.00 FEET, A CHORD BEARING OF N 84°42'4S' W AND A CHORD LENGTH OF 13.58 FEET, FORA CORNER IIEREOF; THENCE: ALONG SAID CURVE TO THE LEFT, AN ARC LENGTH OF 14.93 FEET TO A 5'8 INCH IRON ROD FOUND LOCATED ON A REVERSE CURVE TO THE RIGHT, WITH A RADIUS OF 219.50 FEET, A CHORD BEARING OF S 69°55'45" W AND A CHORD LENGTH OF 131.43 FEET, FOR A CORNER HEREOF; THENCE: ALONG SAID REVERSE CURVE TO THE RIGHT, AN ARC LENGTH OF 133.48 FEET TO A 518 INCH IRON ROD FO1:ND, FOR A CORNER HEREOF; THENCE: 5 87°21'27" W, CONTINUING ALONG '1 H I: SOUTH LINE OF SAID R.O.W. EASEMENT, SAME BELNG THE SOUTH LINE OF SAID ESTRADA DRIVE R-O.W., A DISTANCE OF 15191 FEET TO THF: POINT OF BEGINNING, CONTAINING WITHIN THESE METES AND BOUNDS A30 68 -ACRE T'RAC I , 5' AVE AND EXCEPT 0.38 -ACRES W ITHIN TIE PLATTED PUBLIC RIGHT-OF-WAY, WITH A NET ACREAGE OF 3030 ACRES, MORE OR LESS; NOTE: AN EXHIBIT REPRESENTING A GRAPHIC IMAGE OF THIS DESCRIPTION STYLED AS "SHEET 4 OF 5 - 30.68 -ACRE TRACT" ACCOMPANIES THIS DOCUMENT. THE BASIS OF BEARING 1S TEXAS STATE PLANE COURDMNA1'E; SYSTEM NAD 13, SOUTH ZONE. September 28, 2018 Job No. 170146 I.Radarte WHITECAP PUBLIC IMPROVEMENT DISTRICT NO. 1 FINAL SERVICE AND ASSESSMENT PLAN 65 LNV engineers arch'tects contractors Solutions Today with a Vision for Tomorrow 74.39 ACRE TRACT Field Notes Description SHOWING THF BOUNDARY OF A 74,39 -ACRE TRACT OF LAND HEREIN DESCRIBED AS "TRACT 3", COMPRISED OF APORTION OF THE PADRE ISLANL) - CORPUS Clild1S111SLANL) FAIRWAY ESTATES, HEREAFTER REFERRED TO AS P.L.C.C.LF.E., 1.01S 77C ANI) 2.71). A MAI' 01' WII]('FI IS It CORDED IN VOLUME 67, PAGE 779, MAP RECORDS, NUECES COUNTY. TEXAS. A. PORTION OF TILE I'.LC.C.1.I•.E., BLOCKS 74-33, A MAP OF WHICH IS RECORDED IN VOLUME 46, PAGE 154. MAP RECORDS, NUECES COUNTY, 11=X AS, AND A PORTION OF THE P.LC.C:.].F.F:., BL.00K.S 13.44, A MAP OF WHICH IS RECORDED IN VOLUME PAGE 10, MAP RECORDS, NL1:C:ES C'OUN E Y,'CL:XAS, SAID BLOCKS 26, 43, AND 44 "OW VACATE]] AS PER PLAT RE=CORDED IN VOL LME 67, PAGE 688, MAP RECORDS. NUECES COUNTY. TExAS, SAID 74.39 -ACRE TRACT BEING MORE FULLY DESCRIRFD RY MFTFS ANT) BOUNDS AS FOLLOWS: BEGINNING: AT A 5/8 INCH IRON ROD (Y = 17111,o51.&, x = 1,395, 99.05) FOUND ON THE EAST RIGHT-OF-WAY LINE OF DASMARINAS DRIVE (60' 1t.O. W:1, FOR A CORNER OF SAID LOT 27D, FOR THE SOUTHWEST CORNER OF SAID BLOCK 33, AND FOR THE SOUTHWEST CORNER HEREOF; THENCE: N 00°45'30" E, ALONG THF EAST RICHT-OF-WAY OF DASMARINAS DRIVE A'9 322.94 FEET PASS A 5/8 INCH IRON ROD FOUND, FOR THE NORTHWEST CORNER OF SAID BLOCK 33, IN ALL A DISTANCE OF 362.60 FLEA TO A 5/8 INCH IRON ROD FOUND, FOR THE SOUTHWEST CORNER OF BLOCK 32 OF SAID F.I.C,C,LF.E., AND FOR A CORNER HEREOF; THENCE: N 81°19'28" E, ALONG THE SOUTH LINE OF SAID BLOCK 32, A DISTANCE OF 101.69 FEET TO A 5/8 INCH IRON ROD FOUND, FOR A CORNER HEREOF: THENCE: 5 89°05'55" E, CONTINUING ALONG THE SOUTH LINE OF SAID BLOCK 32, A DISTANCE OF 74.31 FEET TO A 518 INCH IRON ROD FOUND, FOR A CORNER HEREOF; THENCE; S 74°13'03" E, A DISTANCE OF 74.31 FEET TO A 5/8 INCH IRON ROD FOUND LOCATED ON A CURVE TO THE LEFT WITH A RADIUS OF 169.95 FEET, A CHORD BEARING OF N 00°46'04" E, AND A CHORD LENGTH OF 328.39 FEET, FOR A CORNER HEREOF; THENCE; ALONG SAID CURVE TO TI -IF LEFT, AN ARC LENGTH OF 622.59 FEET TO A PONT, FOR A CORNER HEREOF; THENCE.: 5 75°49'07" W, ALONG THE NORTH LINE OF SAID BLOCK 32, A DISTANCE OF 74.25 FEET TO A 5.'8 INCH IRON ROD FOUND, FOR A CORNER HEREOF; THENCE: N 89°l1'10" W. A DISTANCE OF 73.86 FEET TO A 5/8 INCH IRON ROD FC/11ND, FOR A CORNER HEREOF; THENCE: N 79°52'11" W, CONTINUING ALONG THE NORTH LINE OF SAID BLOCK 72, A DISTANCE OF 101.66 FEET TO A 5/8 INCH IRON ROD FOL ND ON TIIE EAST RIGHT -OF -WAN' I.TNF OF DASMARINAS DRIVE, rOR THE NORTHWFST CORNER 06 SAID BLOCK 32, AND FOR A CORNER HEREOF; THENCE: N00°43.06" F, ALONG THE EAS'1 RIGH i -0l'-WAY LINE OF SAIL/BLOCK 32, A DISTANCE OF 55.99 FEET TO A 5/8 INCH IRON ROD FOLTND, FOR THE SOUTHWEST CORNER OF BLOCK 31 OF SAID P.I.C.C,LF.E., AND FOR A CORNER HEREOF; TH1•;NCE: N 61 30'14" E, ALONG THE SOUTH LINE OF SAID BLOCK 31, A DISTANCE OF 121.50 FEET TO A 5 8 INCH IRON ROD FOUND FOR THE SOUTHEAST CORNER OF SAID BLOCK 31, AND FOR A CORNER HEREOF; THENCE: N 00°56'05" E, ALONG THE EAST LINE OF SAID BLOCK 31, A DISTANCE OF 159.98 FEET TO A 518 INCH IRON ROD FOUND LOCATED ON A CURVE 'I 0 THEE RIGHT WITH A RADIUS OF 1698.20 FEET, A CHORD BEARING 09:413°06'15' E, ANDA CHORD I.F N (01 H OF 738.261 -ELT, I ORA CORNER HEREOF; THENCE: ALONG SAID CURVE TO THE RIGHT, AN ARC I.EN(6 IH 01' 7.11 2 0 FEET TO A 58 INCH IRON ROD FOUND LOCATED 051 A COMPOUND CURVE TO THE 100111 win' A RADIUS OF 147,0.48 FEET, A CHORD BFARLNG OF N 33°06'58" E, ANDA CHORD LENGTH 06 378.06 F KET. FORA CORNER HEREOF; THENCE: CONTINUING ALONG SAID COMPOUND CURVE TO THE RIGHT, AN ARC LENGTH OF 379.17 FEET TO A 5 8 NCH IRON ROD F01. Nom, FOR A CORNER HEREOF; THENCE: N40'74" :7" F., CONTINI ZING 41:.ON(.; '101! PAST LINE OF SAID BLOCK 31. A DISTANCE OF 57.24FEE! 1 O A 5 8 INCH IRON HOL)1.01. NT) ON THF SOCTH RIGHT-OF-WAY I:INI: OF CROWN ROYAL DRIVE (R.O.W. VARIES)OFTHE P,L,C.C.1.1.,,E.,BLOCK30, A MAP OF WHICH IS RI:(;ORI)ED LN VOLUME WHITECAP PUBLIC IMPROVEMENT DISTRICT NO. 1 FINAL SERVICE AND ASSESSMENT PLAN 66 40, PAGE 10], MA], RFCOR[JS, NLLCES COUNTY, TEXAS, FOR THE NORTHEAST CORNER OF SAID BI.00IC 3], AND FOR A CORNER I-IEREOF; THENCE: S 52'52'51" E, ALONG THE SOUTH RIGHT-OF-WAY LINE OF CROWN ROYAL. DRIVE, A DISTANCE. OF 293.20 FEET TO A 518 INCH IRON ROD FOUND, FOR THE NORTH W ES I' CORNER OF LOT 1, BLOCK 30, OF SAID P.I.C.C. ISLAND FAIRWAY ESTATES, AND FOR A CORNER HEREOF;. THENCE: S 37°05'42" W, ALONG THE WEST LINE OF SAID BLOCK. 30, A DISTANCE OF 73.43 FEET TO A 518 INCH IRON ROD FOUND, FOR A CORNER HEREOF; THENCE: 5 15°34'24" W, CONTINUING ALONG THE WEST LINE OF SAID BLOCK 30, A DISTANCE OF 649.08 FEET TO A POINT, FOR A CORNER HEREOF; THENCE: 5 30"05'45' E, A DISTANCE OF 400.73 FEET TO A 5/8 INCH IRON ROD FOUND, FOR A CORNER HEREOF; THENCE: N 84°4644" E, A DISTANCE OF 135.17 FEET TO A 518 INCH IRON ROD FOUND, FOR A CORNER HEREOF; THENCE: N 53'19'48" F, A DISTANCE OF 190.19 FEET TO A 5/8 NCH IRON ROD FOUND, FOR A CORNER HEREOF; THENCE: N 03°59'08" F, ALONG 11.1L EAST LINE OF SAID BLOCK 30, A DISTANCE OF 220.23 FEET TO A 518 INCH IRON ROD FOUND FOR A CORNER HEREOF; THENCE: N 30°49,44" E, CONTINUING ALONG THE EAST LINE OF SAID BLOCK 30, A DISTANCE OF 459.93 1].]iI' I A. i. i INCH IRON ROD FOUND, FOR A CORNERHEREOF', THENCE: N 40'01'58" W, A DISTANCE OF 115.07 FEET TO A 5/8 INCH IRON ROD FOUND, FOR THE NORTHWEST CORNER OF LOT 23, BLOCK 30, LOCATED ON A NON -TANGENT CURVE TO THE LEFT WITH A RADIUS OF 1(11.62 FEET, A CHORD BEARING OF N 31°30'06" E, AND A CHORD LENGTH OF 61.36 FEET, FORA CORNER HER]-Y)F:. 'l -HENCE: ALONG C:F!KV]3 TO 'H -IF i.FFT, AN ARC LENGTII OF 62.27 FEET TO A 518 INCH IRON ROD FOUND, FOR THE SOUTHW ES [ CORNER OF LOT 24, BLOCK 30, AND FOR A CORNER HEREOF; 11IENCE: 5 76°0313" E, ALONG TH Ir SOU -1'H LINE OF SAID LOT 24, A DISTANCE OF 112.87 FEET TO A 5:0 INCH IRON ROD FOUND, FOR A CORNER HEREOF; THENCE: N 30°50'45" E, CONTINUING A[.UNC THE EAST LINE OF SAID BLOCK 30, A DISTANCE OF 235.05 FEET TO A 5/8 INCA IRON ROI) FOUND, FOR A CORNER HEREOF; THENCE: N 23°48'25" W, A DISTANCE OF 259.46 FEET TO A 5/8 INCH IRON ROD FOUND, FOR A (:0RNLR HEREOF; THENCE:: N 3934'30" 0, A DISTANCE OF 224.73 FEET TO A 5/8 INCII IRON ROD FOUND, FOR A CORNER HER001; THENCE: N 16°54'25" W, A DISTANCE OF 220.32 FEET TO A 5/8 INCH IRON ROD FOUND, FOR A CORNER HEREOF; THENCE: N 39°02'15" W, A DISTANCE OF 180.41 FE F 1'O A 5/8 INCH IRON ROD FOUND, FOR A CORNER HEREOF; THENCE: N 87°28'42" W, A DISTANCE OF 120.19 FEET TO A 5/8 INCH IRON ROD FOUND, FOR A C[1RNLR IIEREOF: THENCE: 5 51°27'50" W, ALONG THF. W ESI LINE OF SAID BLOCK 30, A DISTANCE OF 135.13 FEET TO A 5/8 INCH IRON ROD FOUND, FOR A CORNER HEREOF; THENCE: 0 30"31'04" W. CONTINUING ALONG THE WEST LINE OF SAID BLOCK 30, A DISTANCE OF 2711.1.5 1 1_1_T TO A 518 1NC1) IRON ROD FOUND, FORA CORNER HEREOF;. THENCE: S 24'02'48" W, A DISTANCE OF 249.57 FEET TO A 5/8 NCH IRON ROD FOUND, FOR A CORNER HEREOF; THENCE: 0 36'5746" W, A DISTANCE OF 100.17 FEET TO A 5'0 ]NCH IRON ROT) FOUND ON THE NOR 1 H R1GI!T-OF-WAY LINE OF CROWN ROYAL DR TV [f, DOR TIIF. SOI ITHWES'1' CORNER OF LOT 45, BLOCK 30, AND FORA CORNER HEREOF; ''HENCE:: N 52'53'11" W. ALONG THE NORFIl RIGITT-OF-W.AY 1.1N0 00 CROWN ROYAL DRIVE A DISTANCE OF 229.40 FEE-] TO A 5;8 INCII IRON ROD SET, 1(70 •111)15 SOUTHEAST CORNER OF LOT 8, BLOCK 29, OF SA[[) 0.I.C.C.I.P.I., LOCATED ON A NOY ]ANGPNT CLIRVF. FC) THE LEFT WITH A R.A0A1:SOF 1710.10 FEET, ACHORD BEARING OFN30°32'33"F,AND ACHORD 1..FNGTHOE 300.88 FEET, FORA CORNTR HF:REO('': 21.•.P. WHITECAP PUBLIC IMPROVEMENT DISTRICT NO. 1 FINAL SERVICE AND ASSESSMENT PLAN 67 THENCE: ALONG SAID CURVE TO T] -II.: 1.]0;1 , AN ARC LENGTI-I OF 301.26 FFF.T TOA 5 F INCH IRON ROD FOUND LOCATED ON A COMPOUND CURVE F0 THE LLI 1' W113 -I .A RADIUS OF 1356.'./0 FEET, A CHORD 13F.ARINGOFN 14M6'46" E, AND A. CHORD LENGTH OF 385.35 FFFT, F])R A CORNER H] -:R FOE; THENCE:: CONTINUING ALONG SAID COMPOUND CURVE TOTIIE LEF1', AN ARC 1 ENGTH OF .187 52 FEE I I()A518INCH IRON ROD FOUND, FOR THE NORTHFASTCORNI:R01 LOT 1,BLOCK, 20.AND E -OR A CORNER HEREOF; TIIENC F:: N ]36`00'41" W. ALONG TI [ F NORTH LINE OF SAID 1.(.11. 1, BLOCK.29, A DISTANCE OF 119.90 FELT TO A 50 INCH IRON ROD FOUNT ON 1IIL LASE [GMHC-OF-WAY LINE OF T]ASMARTNAS DRIVE LOCATED ON A CURVE TO TILE LEFT W]TII A RAD]L]S OF 94(1.79 FEET, A CHORD BEARING OF N 10°33'112" W, AND A CHORI) I.ENGTH OF 457.23 FEST, FOR A CORNERIIEREOF; THENCE: ALONG -ONG SAID CURVE TO THE LEFT, AN ARC LENGTH OF 461.85 FEET TO A 5/8 INCH IRON R :) (]4:NI] LOCATED ON A COMPOUND CURVE TO THE LEFT WITII A RADIUS OF (,1".98 FEET, A C: ]I0KI) BEARING OE' N 44°45'25" W, ANDA CHORD LENGTH OF 417.23 FEET, EOR A CORNER HEREOF; `I'I ] F.NCE: CONTINUING ALONG SAID COMPOUND CURVE TO THE LEFT, AN ARC LENGTH OF 425.59 I' ET TO A 5/8 INCH IRON ROD SET, FOR A CORNER HEREOF; 'I FLE.NCE: N 64°29'59" W, ALONG THE NOR1El R]CIHT-OF-WAY LINE OF DASMARINAS DRIVE, A DISTA.NCF OF 530.24 FEET TO A 5/8 INCH IRON ROD FOUND i.00:A FED ON A CURVE TO THE RIGHT WITH A RALILUS OF 10.13 FEET, A CHORD BEARING OF N 19'22'10" W. AND A CHORD LENGTH OF 14.26 FEET, FORA CORNER HEREOF; THENCE: ALONG CURV1: TO THE RIGHT. AN ARC LENGTH OF 15.82 FEET TO A 5/8 INCH IRON ROD FOUND ON THE EAST RIGHT-OF-WAY [.UNI. OF AQUARIUS STR EEG. 161' 1 .0.L9 ), FOR A CORNER HF:REOF: THENCE: N 64`29'20" W, ACROSS SAID RIGI-1T•OP-WAY" Al RIGHT ,ANG LES, AT 60.00 FELT PASS A 5,5 INCH IRON ROD FOUNT) ON THE WEST RIol l r -OF -WAY LIN]. OF SA.II) AQUARIUS STREET, IN A1.1. A DISTANCE. OF 70.00 FEE I JO A PONT ON THE AAS F. 1. LINE OE A CALF. F:1) .3.766- ACRE• I RACT K_NO1 'N AS A "RIGHT-OF-WAY EASEMENT FOR 1 HL• AQUARIUS 5.1110L1. RI= -.ALIGNMENT" DESCRIBED IN A DEED TO THE CITY OF CORPUS CHRISTI AS 11.['0101)1:1) R4 DOCUMENT NO. 2[};1:'3,12=6, r".1111 0.1.. RECORDS, NLEC F]S COUNTY, TEXAS, S.A[I) POINT .ALSO I.00ATEI 1'r`]TH]N LOC 3 BLOCK O1` TEIF PADRE ISLAND - CORPUS CHRIST[ C:OMMODORE'S COVE UNIT TWO, A M.AE 01 W1/ICH IS RECORDED IN VOLUME: 3]], PAGE 311, NL0P RECORDS. NLTCIS COUNTS', TEXAS, AND ['OR A CCRNLR HEREOF; [HENCE: N 25"27'7" 5, ACROSS SAID BLOCK 9 AND ALONG THE ANENT LINE: OE SAID RIGIIT-OF- WAY FAST\IFN l , A DISTANCE OF 2.94.57 1 EFT TO A PO1N1' LOCAI Ell UN A CURVE TO THE RIGHT 11'C] II A RADIUS OF 410.00 FEET, A CHORD BEARING OF N 47°06'27" E, AND A CHORD LENGTH OF 302.42 FEF l. FOR A CORNER 1LEREOF; THENCE; ALONG SAID CURVE TO THE RIGHT, AN ARC LENGTH OF 309.73 FEET TO A POINT ON THE NORTH LINE OF SAID R.O.W. EASEMENT, AND FOR A CORNER HEREOF; TIFENC E; N 68°44'59" E, ALONG THE NORTH LINE OF SAID R.O.W. EASEMENT, ADISTANCE OF 374.14 FEF_ 1 10 A POINT, FOR A CORNER HEREOF; THENCE: S 29'26'35" E, ACROSS SAID R.O.W. EASEMENT AND ALONG THE UPPER WEST LINE OF 0 Al O LOT 27C, A DISTANCE OF 1,206.29 FEET TO A POINT, FOR A CORNER HEREOF; [HENCE: 5 04°16'50" W, ALONG THE COMMON LINE OF SAID LOTS 27C AND 271), A DISTANCE OF 200.23 FEET TO A POINT. FOR A CORNER HEREOF; THENCE: 5 75'55'16" E, CONT1.N1JING ALONG SAID COMMON LINE, A DISTANCE OF 532.65 FEET TO A POINT. FOR A CORNER HEREOF', TIIF:NCE: 5 12'03'35' E, A D101 ANCE OF 797.57 FEET TO A POINT, FOR A CORNER HEREOF; TFIF05CE: 5 07'04'31" W, Allis ] ANCF OF 134.93 FEET TO A POINT LOCATED ON A CURVE TO THE LEFT WITH A RADIUS OF 12(1.01) I -LET. A CHORD HEARING DFS 12°10'01" E, ANDA CHORD LENGTH OF 79.06 FEET, FOR A CORNER IIERI:OF; THENCE: AT ONG SAID CURVE TO THE LEFT, AN ARC LENGTH OF 80.56 FEET TO A POINT, FOR A CORNER HERFOI; THENCE: 5 67'26'22" W, A DISTANCE OF 55.80 FEET TO A POINT, FOR A CORNER HEREOF: THENCE: S 11'19'46" W. A 015"1 -''CE OF 504,43 FEET TO A POINT LOCATED ON A CURVE 10 I HL LEFI W IFN A RADIUS OF 53 +)5 ]TET, A CHORD BEARING OF S 07°34'15" E, AND A CHORD LENGTH OF 41 11 FEET, FORA CORN]. R 1 E L REOF; THENCE: ALONG SAID CURVE TO THE LEFT, AN ARC LENGTH OF 44.39 FEET TO A POINT, FOR A CORNER HEREOF; WHITECAP PUBLIC IMPROVEMENT DISTRICT NO. 1 FINAL SERVICE AND ASSESSMENT PLAN 68 THENCE: S 3103212" E, A DISTANCE OF 197.16 FEET TO A POINT, FOR A CORNER HEREOF; THENCE: S 49°18'42" W, A DISTANCE OF 193.33 FEET TO A POINT LOCATED ON A CURVE TO THE LEFT WITH A RADIUS OF 300.00 FEET, A CHORD BEARING OF S 41°09'30" W, AND A CHORD LENGTH OF 85.09 FEET, FOR A CORNER HEREOF; THENCE: ALONG SAID CURVE TO THE LEE 1, AN ARC LENGTH OF 85.38 FEET TO A POINT, FOR A CORNER HEREOF; THENCE: 9 33°00'19' W, A DISTANCE OF 188.80 FEET TO A POINT LOCATED ON A CURVE TO THE RIGHT WITH A RADIUS OF 2.00.00 FEET, A CHORD BLARING OF S 40° 17'23" W, AND A CHORD LENGTH OF 50.71 FEET, FOR A CORNER HEREOF; THENCE: ALONG CURVE TO THE RIGHT, AN ARC LENGTH OF 50.85 FEET TO A POINT LOCATED ON A REVERSE CURVE TO TIIE LEFT WITH A RADIUS OF 200.00 FEET, A CHORD BEARING Ot' S 34048'24" W, AND A CHORD LENGTH OF 88.38 FEET, FOR A CORNER HEREOF; THENCE: CONTINUING ALONG SAID REVERSE. CURVE TO THE LST, AN ARC LENGTH OF 89.12 FEET TO A POINT, FOR A CORNER HEREOF; THENCE: 9 1705532" E, A DISTANCE OF 128.44 FEET TO A POINT, FOR A CORNER HEREOF; THENCE: 5 15°08'15" W, A DISTANCE OF 311.97 FEET TO A POINT, FOR A CORNER HEREOF; THENCE: N 55°49'44" W, A DISTANCE OF 167.15 FEET TO A POINT, FOR A CORNER HEREOF; THENCE: S 50°2E30" W, A DISTANCE OF 253.12 FEET TO A POINT, FOR A CORNER HEREOF; THENCE: 5 03°05'34" E. A DISTANCE OF 97.65 FEET TO A POINT, FOR A CORNER HEREOF; THENCE: S 70°33'08" W, A DISTANCE OF 284.94 FEET TO A POINT, FOR A CORNER HEREOF; THENCE: S 15°03'44" W, A DISTANCE OF 70.95 FEET TO A POINT, FOR A CORNER HEREOF; THENCE: N 72°43'31" W, A DISTANCE OF 158.15 FEET TO A POINT ON THE EASTERN SIDE OF BLOCK 33 OF SAID P.I.C.C. ISLAND FAIRWAY ESTATES, LOCATED ON A NON -TANGENT CURVE TO TIIE RIGHT WITH A RADIUS OF 170.00 FEET, A CHORD BEARING OF 9 65047'32" W, AND A CHORD LENGTH OF 218.18 FEET, FOR A CORNER HEREOF; THENCE: ALONG SAID CURVE TO THE RIGHT, AN ARC LENGTH OF 236.89 FEET TO A POINT, FOR A CORNER HEREOF; THENCE: N 74°1718" W, ALONG THE SOUTH LINE OF SAID BLOCK 33, A DISTANCE OF 74.35 FEET TO A POINT, FOR A CORNER HEREOF; THENCE: N 89016'19" W, A DISTANCE 159.22 FEET TO A PAINT, FOR A CORNER HEREOF; THENCE: S 81°21'49" W, CONTINUING ALONG THE SOUTH LINE OF SAID BLOCK 33, A DISTANCE OF 101.31 FEET TO THE POINT OF BEGINNING, CONTAINING WI [ PM THESE METES AND BOUNDS A 74.39 -ACRE TRACT, SAVE AND EXCEPT I.35 -ACRES WITHIN THE PLATTED, UNOPENED PUBLIC RIGHT-OF-WAYS, WITH A NET ACREAGE OF 73.04 ACRES, MORE OR LESS; NOTE: AN EXHIBIT REPRESENTING A GRAPHIC IMAGE OF THIS DESCRIPTION STYLED AS "SHEET 3 OF 5 - 74.39 ACRE TRACT" ACCOMPANIES THIS DOCUMENT. THE BASIS OF BEARING IS TEXAS STATE PLANE COORDINATE SYSTEM NAD 83, SOUTH ZONE. September 28, 2018 9-E. .. . E Job Na. 170146 ,P.: orsre,pF'F9 I.Radarte '�: -.. y !*1 ROSER i !A. VIERA E.' ‘...."..N. 6178 r,0�FuFo /B 41P WHITECAP PUBLIC IMPROVEMENT DISTRICT NO. 1 FINAL SERVICE AND ASSESSMENT PLAN 69 LNV engineers i architects 1 contractors Solutions Today with a Vision for Tomorrow 72.31 ACRE TRACT Field Notes Description SHOWING THE BOUNDARY OF A 72 .1 I ACRE TRACT OF LAND H ERE] N DESCRIBED AS "TRACT 2" COMPRISED OF A PORTION OF THE ]':',PRE ISLAND - CORPUS CHRIS 11 ISLAND FAIRWAY ESTATES, HEREAFTER REFERRED TO AS Tl -1121' iT.F.F.., LOTS 27C .AND 27D, A MAP OF WHICH 7S RECORDED IN VOLUME 67, PAGE 779, MAP RECORDS, NUECES COUNTY, 1 LIRAS , A PORTION OF THE BLOCKS 45 & 46, A MAP OI '.4"111(1.1 1 S RECORDED IN VOLUML 42,1'AGL 153, MAP RECORDS, NL'ECES COUNTY, TEXAS, A PORI :ON V1 1111_ P.I.C.C.I.F,E , BLOCK 3. A MAP F OF WHICH 1S RECORDED IN VOLUME 40, PAGE 145. MAP it 1 .0 )1;1 ;5.NUECES COUNTY, TEXAS, AND PIC .C.i.F.F., ALL OF BLOCKS 37, 38, 19, AND 40 A MAP ()I WHICH 1 . RECORDED IN VOLUME 41, PAGE 128, MAP RECORDS, NIJECPS COUNTY, TEXAS, SAID 72.3: ACRE'1 R +.i. 1 i i SING MORE FULLY DESCRIBED BY METES AND BOUNDS AS FOLLOWS; BEGINNING: AT A 5/8 INCH IRON ROD (Y x 17,109,642.53, X - 1,396,658.56) FOUND ON THE NORTH RIGIIT-OF-WAY LINE OF WHITECAP BOULEVARD (100' R.O.W.), FOR THE SOUTHEAST CORNER HEREOF; THENCE: N 89°14'35" W, ALONG THE NORTH RIGHT-OF-WAY OF WIUTECAP BOULEVARD, AT 964.99 FEET PASS A 5i8 INCH IRON ROD FOUND, FOR THE SOUTHWEST CORNER OF SAIL) LOT 27D, THE SOUTHEAST CORNER OF SAID BLOCK 37, IN ALL A DISTANCE. OF 1,516 00 FEET 10 A 5 8 INCH IRON ROD, FOUND FOR THE LOWER SOUTHWEST CORNER OF SAID BLOCK 40, LOCA 1 ED ON A CURVE TO THE RIGHT, WITH A RADIUS OF 9.98 FEET, A CHORD BEARING OF N 43°40'56" W AND A CHORD LENGTH OF 14.17 FEET, FOR A CORNER HL'REOF, THENCE: ALONG SAID CURVE TO THE RIGHT, AN ARC LENGTH OF 15.76 FEET, TO A 5 8 INCH IRON ROD FOUNT), FOR A POINT ON THE EAST RIGHT-OF-WAY LINE OF DASMARINAS DRIVE. (60' FORA CORNER HEREOF; THENCE: N 0048'13" E, ALONG THE EAST RIGHT-OF-WAY LINE OF DASMARINAS DRIVE, A DISTANCE OF 459.87 FEET, TO A 5/8 INCH IRON ROD FOUND ON A CURVE TO THE RIGHT, WITH A RADIUS OF 2652.84 FEET, A CHORD BEARING OF N 04"48'03" E AND A CHORD LENGTH OF 370.55 FEET, FORA CORNER HEREOF; THENCE: ALONG SAID CURVE TO THE RIGHT, AN ARC LENGTH OF 370.85 FEET, TO A 5/8 INCH IRON ROD FOUND ON A REVERSE CURVL. 10 THE LEFT, WITH A RADIUS OF 2559.67 FEET, A CHORD BEARING OF N 0448'55" E AND A CHORD LENGTH OF 341,30 FEET, FORA CORNER HEREOF; THENCE: CONTINUING ALONG SAID CURVE TO THE LEFT, AN ARC LENGTH OF 341.56 FEET, TO A 5/8 INCH IRON ROD FOUND, FOR THE NORTHWEST CORNER OF SAID BLOCK 37, FOR A CORNER HEREOF; THENCE: N 00°12'31" F., A DISTANCE OF 9.87 FEET, TO A 5/8 INCH IRON ROD FOUND, FOR THE SOUTHWEST CORNER OF BLOCK 33 OF TIIF. P.i.C.C.].F.E.• A MAI' OLE WIEICI I IS RECORDED iN VOLUME 40, PAGE 154, MAP RECORDS, NUECES COUNTY, TEXAS, FOR TIFF MOST WESTERLY NORTHWEST CORNER HEREOF; THENCE: N 81'2 I'13" E, ALUM.; IA I I' SOUTH LINE OF SAID B1..00K 33, A DISTANCE OF 101.32 FEET TO A POINT, FORA CORNER IIF.RFOE, THENCE: 5 8V16'19" E, A DISTANCE OF 159.22 FEET TOA POINT, FOR A CORNER HEREOF; THENCE: S 74°17' 18" E, A DISTANCE OF 74.35 FEET TO A POINT LOCATED ON ACURVE TO THE LEFT, WITH A RADIUS OF 169.97 FEET, A CHORD BEARING OF N 65"47'32" E AND A CHORD LENGTH OF 218.18 FEET, FOR A CORNER HEREOF; THENCE; ALONG SAID CURVE TO THE LEFT, AN ARC LENGTH OF 236.90 FEET TO A POINT, FOR A CORNER HEREOF; THENCE; 5 72°43'31" E, A 1)1 ST:15: CL: 01 158.15 FEET TO A POINT, FORA CORNER HEREOF; THENCE: N 15°03'44" E, A D1S"1'P: VCE OF 70.95 FEET TO A POEN, FORA CORNER HEREOF; THENCE: N 70°33'08" E, A DISTANCE OF 284.94 FEET TO A POINT, FOR A CORNER HEREOF; THENCE: N 03°05'34" W, A DISTANCE OF 97.65 FEJST TO A POINT, FORA CORNER HEREOF; THENCE: N 50°23'30" E, A DISTANCE OF 253,12 FEET TO A POINT, FOR A CORNER HEREOF; WHITECAP PUBLIC IMPROVEMENT DISTRICT NO. 1 FINAL SERVICE AND ASSESSMENT PLAN 70 THENCE: S 55°49'44" E, A DISTANCE OF 167.15 FEET TOA POINT, FOR A CORNER If LRLOI'; TIIENCE: N 15°08'15' E, A DISTANCE OF 311,97 FEET TO A PONT LOCATE[) ON A C'URVI 10 .1 III RIGHT, WITH A RADIUS OF 145-00 FEET, A CHORD BEARING OF N 57°56'16" 0 AND A 0.1.10RD LENGTH OF 188.52 FEET, FOR A CORNER HEREOF; THENCE: ALONG SAID CURVE TO THE RIGHT, AN ARC LENGTH OF 20523 FEET TO A POINT, FOR A CORNER HEREOF; THENCE: S 81°30'53" E, A DISTANCE OF 207.33 FEET TO A POINT, FOR A CORNER ITEREOF; THENCE: 5 27°00'39" E, A DISTANCE OF 55.67 FEET TO A POINT, FOR A CORNER HEREOF; THENCE: S 64°59'16" E, A DISTANCE OF 92.26 FEET TO A POINT LOCATED ON A NON -TANGENT CURVE .1-0 THE RIGHT, WITH A RADIUS OF 390.00 FEET, A CHORD BEARING 01- N 25'53'11' E AND A CHORD LENGTH OF 53.01 FEET, FOR A CORNER HEREOF; THENCE: ALONG SAID CURVE TO THE RIGHT, AN ARC LENGTH OF 53.05 FEET TO A POINT, FOR A CORNER HEREOF; THENCE: N 29°471)0" E, A DISTANCE OF 362.I5 FEET TO A POINT, FOR A CORNER HEREOF; 1'H EN CE: S 60°07'11' E, A DISTANCE OF 225.24 FEET TO A POINT ON THE NORTHWEST LINE OF SAID BLOCK 46, FOR A CORNER HEREOF; THENCE: 5 24`52'06" W, ALONG THE NORTHWEST LINT 01- SA11) BLOCK 46, .A ])IS I ANCE OF 87.94 FEEL, 1-0 A 3/8 1NC11 IRON ROU 4E1, FOR TIIE 50011 HWI,S IC'ORNF.R OE 1.0 1 12, SAME BEING THE NORTHWEST CORNER OF LOT 13, SAID BLOCK 46, AND FOR A CORNER HLRLOI'; TIIENCF. S 60''15'30" 0. ALONG TIIE COMMON i.INE OF LOTS 12 AND 13, A DISTANCE OF 380.10 FEET, TO A 5:8 1N011 IRON ROD SET ON THE NORTHWEST RIGHT-OF-WAY LINT OF NEMO COURT (R.O.W. VARIES), FOR A CORNER HEREOF; ')'HENCE: S 29°45'0l" W, ALONG THE NORI'HIVEST RIGHT -01 A'r TINT: OF NEMO COURT, A DISTANCE OF 695.89 FEET TO A 5/8 INCH IRON ROD FOUND, I OR THE SOU 1'HEAS 1 CORNER OF LOT 26, FOR A CORNER HEREOF; THENCE: 5 76°l1'24" W, A DISTANCE OF 27.65 FEET TO A 5/8 INCH IRON ROD FOUND, FOR A CORNER HEREOF; THENCE: 5 29°47'04" W, A DISTANCE OF 100.29 FEET TO A 5/8 INCH IRON ROD FOUND, FOR THE SOUTHEAST CORNER OF LOT 28, BLOCK 46, FOR A CORNER IEEREOF; THENCE: 5 59°59'36' E, CONTINUING ALONG THE RIGHT-OF-WAY OF NEMO COURT', A DISTANCE OF 109.90 FEET TO A 5/8 INCH IRON ROD FOUND, FOR AN INTERIOR CORNER OF SAID LOT 15, BLOCK 45, FOR A CORNER HEREOF; THENCE: N 29"38'51" E. ALONG THE SOUTHEAST RIGHT-OF-WAY LINE OF NEMO COURT, A DISTANCE OF 45.99 00E1'10 A 5:'8 INCH IRON ROD FOUND, FOR THE UPPER NORTHWEST CORNER OF SAID LOT 15, 1110 SOUTHWFST <:ORNI:R 00 LOT I6, FORA CORNER HEREOF; THENCE: 5 60°12'57" E, ALONG THF. COMMON LICE OF LOTS I5 AND 16,A DISTANCE 1* 120.20 FEET TO A 5/8 INCH IRON ROD FOUND, 1 OR A CORNER I I FR1OF; THENCE: 5 32-44'41' E. C.ON I INL[NG ALONG THF COMMON LENT' 00 LOTS 15 AND 16, A DISTANCE OF 165.63 FEET TO A 5/1 INCH IRON ROD FOUND, 00R A CORNER HEREOF; THENCE: S 00°41'24" W, A DISTANCE OF 70.34 FEET TO A 5/8 INCH IRON ROD FOUND ON THE NORTH RIGHT-OF-WAY LINE OF A NAVIGATION CHANNEL (R.O. W. VARIES), FORA CORNER HEREOF; THENCE.: N 89°1724" W, ALONG THE NORTH RIGHT-OF-WAY LINE OF SAID NAVIGATION CHANNEL, A DISTANCE OF 437.46 FEET TO A POINT, FOR A CORNER HEREOF; THENCE:! S 02°01'48" W. A INSTANCE OF 44.63 FEET TO A DRILL HOLE N CONCRETE FOUND, FOR A CORNLR r F `SII: I.111 I. BLOCK 3, LOCATED ON A NON -TANGENT Olin,' E. '10 TIIE LEFT, WITH A RADIUS 00 179.52 ELL T, A CHORD BEARING OF S 59°36'20" W AND A CHORD LENGTH OF 159.13 FEET, FOR ,1 CORNER HEREOF; 'IIII:NCE: ALONG SAID CURVE TO THE LEFT, THE NORTH RIGHT-OF-WAY LINE OF SAID NAVTG:ITION CHANNEL, AN ARC LENGTH OF 164.86 FEET TO A POINT, BEING THE MOST 50111 H LiSL'Y' SOUTHEAST CORNER OF SAID LOT 4, BLOCK 3, FOR A CORNER HEREOF; 21' WHITECAP PUBLIC IMPROVEMENT DISTRICT NO. 1 FINAL SERVICE AND ASSESSMENT PLAN 71 THRNCE: N 66°2655" W, A].ONG 1 HE MOST SOUTHERLY SOUTH LINE OF SAID TOT 4, BLOCK 3, A DISTANCE OF 333.35 FEE.: 1, fO A 5 8 Tti CII IRON ROD FOUND, FOR THE SOUTHWEST CORNER OF SAID LOT 4, 'BLOCK 3, ON THE EAST 1.[NE 1» SAID LOT 27D, LOCATED ON A NON -TANGENT CURVE TO THE LEFT, WITH A RADIUS Of 601.61 FEET, A CHORD BEARING OF S 15°04'01" W AND A CHORD LENGTH OF 291.34 FEET, FOR A CORNER HEREOF; THENCE: ALONG SAID CURVE TO THE LEFT, AN ARC LENGTH OF 294.26 FEET, TO A 5/8 INCH IRON ROD FOUND, FOR A CORNER HEREOF; THENCE: S 00°45'I4" W, A DISTANCE OF 590.13 FEET, TO THE POLNT OF BEGINNING, CONTAINING WITHIN THESE METES AND BOUNDS A 72.31 ACR.1' "il:!+C ! 5 1 VI: AND EXCEPT 2.87 -ACRES WITHIN THE PLATTED, UNOPENED PUBLIC RIGIIT-OF +` W 11'] [ A SET ACREAGE OF 59.44 ACRES, MORE OR LESS; NOTE: AN EXHIBIT REPRESENTING A GRAPHIC IMAGE. OF THIS DESCRIPTION STYLED AS "SHEET 2 OF 5 -- 72.31 ACRE '!PACT" ACCOMPANIES THIS DOCUMENT. THE BASIS OF BEARING IS TEXAS STATE PLANE COORDINATE SYSTEM NAD 83, SOUTH ZONE. September 28, 2018 Joh Na. 170146 I.R©darte • - T M. VIEERA F}�. 31v.. WHITECAP PUBLIC IMPROVEMENT DISTRICT NO. 1 FINAL SERVICE AND ASSESSMENT PLAN 72 LNV engineers architects contractors Solutions Today with a Vision for Tomorrow 28.63 ACRE TRACT Field Notes Description SHOWING THE HOUNDARY OP A 28.63 -ACRE TRACT OF LAND HEREIN DESCRIBED AS "TRACT 1" OUT OF A PORTION OF LOT 27C OF THE PADRE ISLAND - CORPUS CHRISTI ISLAND FAIRWAY ESTATES, HEREAFTER REFERRED TO AS THE P.I.C.C.I.F.E., A MAP OF WHICH IS RECORDED [N VOLUME 67, PAGE 779, MAP RECORDS, NUECES COUNTY, TEXAS, SAID 28.63 -ACRE TRACT BEING MORE FULLY DESCRIBED BY METES AND BOUNDS AS FOLLOWS: BEGINNING: AT A 5/8 INCH IRON ROD (Y = 17,115,342.99, X = 1,397,090.68) FOUND ON AN INTERIOR LINE OF SAID LOT 27C, FOR AN INTERIOR CORNER HEREOF; THENCE: N 00°49'34" E, A DISTANCE OF 141.97 FEEL TOA 518 INCH IRON ROD FOUND ON THE SOUTH RIGHT-OF-WAY LINE OF COMMODORE'S DRIVE (120' R.O.W.), SAID IRON ROD LOCATED ON ANON - TANGENT CURVE TO THE LEFT, WITH A RADIUS OF 493.90 FEET, A CIIORD BEARING OF S 86°l6'00" E AND A CHORD LENGTH OF 56.52 FEET, FOR AN EXTERIOR CORNER HFRFOF; THENCE.: ALONG SAID CURVE TO THE LEFT, AN ARC LENGTH OF 56.55 FEET TO A 5/8 NCH IRON ROD FOUND, FOR A CORNER IWFREOF; THENCE: 5 89°1519" E, CONTINUING ALONG THE SOUTH RIGHT-OF-WAY OF COMMODORE'S DRIVE. A DISTANCE OF 310.86 FEET TO A 5/8 INCH IRON ROD SET, FOR A CORNER HEREOF; THENCE: S 89°15'33" E, A DISTANCE OF 196.76 FEET TO A POINT, SAID PONT LOCATED ON A CURVE TO THE RIGHT, WITH A RADIUS OF 10.00 FEET, A CHORD BEARING OF S 44'16'50" E AND A CHORD LENGTH OF 14.14 FEET, FOR A CORNER HEREOF; THENCE: CONTNUNG ALONG SAID CURVE 10 I'HIE RIGHT, AN ARC LENGTH OF 15.71 FEET TO A 5r8 INCH IRON ROD SET ON THE WEST RIGHT-OF-WAY LINE OF COMPASS STREET (60' R.O.W.), FOR A CORNER HEREOF; THENCE: S 00°42'49" W, ALONG THE WEST RIGHT-OF-WAY OF COMPASS STREET, A DISTANCE OF 99.93 FEET TO A 518 INCH IRON ROD SET, SAID IRON ROD LOCATED ON A CURVE TO THE LEFT, WITH A RADIUS OF 553.81 FEET, A CHORD BEARING 0E604°5545" E AND A CHORD LENGTH OF 104.90 FEET, FOR A CORNER HEREOF; THENCE: ALONG SAID CURVE TO THE LEFT, AN ARC LENGTH OF 105.05 FEET TO A 5/8 NCH IRON ROD SET, FOR A CORNER HEREOF; THENCE: S 10°06'06" E, A DISTANCE OF 110.22 FEET TO A 5/8 INCH IRON ROD SET, FOR THE NORTHEAST CORNER OF LOT 11, BLOCK 41 OF THE P.1.C.C.1.F.E., A MAP OF WHICH IS RECORDED IN VOLUME 42, PAGE 17, MAP RECORDS, NUECES COUNTY, TEXAS, FOR A CORNER HEREOF: THENCE: 5 79°38'09" W, ALONG THE COMMON LINE OF LOTS 11 AND 12, A DISTANCE OF 155.16 FEET TO A POINT, FOR A CORNER HEREOF; THENCE: S 80°04'16" W, A DISTANCE OF 54.93 FEET TO A POINT, FOR THE NORTHWEST CORNER OF SAID LOT I I, FORA CORNER HEREOF; THENCE; S 09'55'44" E, ALONG THE WEST LINE OF SAID LOT 11, A DISTANCE OF 119.53 FEET, TO A POINT FOR THE SOUTHWEST CORNER OF SAID LOT 11, FOR A CORNER HEREOF; THENCE: N 79°3T29" 0, ALONG THE COMMON LINE OF LOTS 10 AND 11,A DISTANCE OF 210.45 IES TO A 5;8 INCH IRON ROD FOUND ON THE WEST RIGHT-OF-WAY OF COMPASS STREET, FOR A CORNER HEREOF: THENCE: 5 09"59'42" 1, ALONG THE WEST RIGHT-OF-WAY OF COMPASS STREET, A DISTANCE OF L33.72 FEET TO A 5/8 INCH IRON ROD SET ON A CURVE TO THE RIGHT, WITH A RADIUS OF 463.32 FEET, A CHORD BEARING OF 5 04'41'22" E AND A CHORD LENGTH OF 93.23 FEET, FOR A CORNER HEREOF; THENCE: ALONG SAID CURVE TO THE RIGHT, AN ARC LENGTH OF 93.38 FEET TO A 5/8 INCH IRON ROD FOUND, FOR A CORNER HEREOF; THENCE: S 00'54'41" W, CONTINUING ALONG THE WEST RIGHT-OF-WAY OF COMPASS STREET, A DISTANCE OF 135.04 FEET TO A 5/8 INCH IRON ROD FOUND, FOR THE SOUTHEAST CORNER OF LOT 8, BLOCK 41, FOR A CORNER HEREOF; WHITECAP PUBLIC IMPROVEMENT DISTRICT NO. 1 FINAL SERVICE AND ASSESSMENT PLAN 73 THENCE: N 89°09'11" W, ALONG IHE COMMON LINE OI LOTS 7 ANT) 8, A DISTANCE OF 1 T13.8G FF.F.T TO A 5/8 INCH IRON ROD FOUND, FOR THE SOLUTHWFS 1' CORNER Ole SAID LO1 8, 1•OR A CORNER HEREOF; THENCE: N 10°25'28' W, ACROSS LOTS 8 AND 9, A DISTANCE OF 168.01 FEET 10 A POINT, FOR A CORNER HEREOF; THENCE: S 79°53'54" W, CONTINUING ACROSS LOT 9, A DISTANCE OF 133.13 FEET, TO A POINT LOCATED ON A CARVE TO THE RIGHT WITH A RADIUS OF 78.00 FEET, A CHORD BEARING OF N 8722'58" W, AND A CHORD LENGTH OF 34.36 FEET, FOR A CORNER HEREOF; THENCE: ALONG CURVE TO THE RIGHT, AN ARC LENGTH OF 34.64 FEET TO A POINT, FOR A CORNER HEREOF; THENCE: N 74°39'3T' W, A DISTANCE OF 17.85 FEET TO A POINT, FOR A CORNER HEREOF; THENCE: 5 l5°20'23" W, A DISTANCE OF 56.53 FEET TO A POINT, FOR A CORNER HEREOF; THENCE: S 09°09'05" F, A DISTANCE OF 319.29 FEET TO A POINT, FORA CORN FE HI RM:c1P; THENCE: S 32°38'l0" W, A DISTANCE OF 161.42 FEET TO A POINT ON A NON=1'ANL1:N [ C: URVE TO THE RIGHT WITH A RADIUS OF 199.85 FEET, A CHORD BEARING OF S 23`11'33" E, AND A CHORD LENGTH OF 177.73 FEET, FOR A CORNER HEREOF; THENCE: ALONG SAID CURVE TO THE RICHT, AN ARC LENGTH OF 184.18 FEET TO A POINT LOCATED ON A REVERSE CL RV E 111E LEFT WITH A RADIIJS OF 354.88 FEET, A CHORD BEARING OF S 06°16'17" E, ANL) A CHORD LENGTH OF 141.95 FEET, FOR A CORNER HER.EOF; THENCE: CONTINUING ALONG SND REVI.RSE CURVE TO THE LEFT, AN ARC LENGTH OF 142.91 FEET TO A POINT LOCATED (1N :A REVERSE CURVE. TO THE RIGHT WITH A RADIUS OF 75.93 FEET, A CHORD BEARING OF S 0102410' W, AND A CHORD LENGTH OF 39.88 FEET, FOR A CORNER HEREOF; THENCE: CONTINUING ALONG SAID RLV'I:RSE CURVE TO THE RIGHT, AN ARC LENGTH OF 40.35 F F. E T TO A POINT LOCATED ON A REVERSE CURVE 'ISO THE LEFT WITH A RADIUS OF 252.95 FEET, A CHORD BEARING OF S 12°38'17" 'W, AND A CHORD LENGTH OF 35.18 FEET, FOR A CORNER HEREOF; THENCE: CONTINUING ALONG SAID REVERSE CURVE TO THE LEFT, AN ARC LENGTH OF 35.21 FELT TO A POINT, FOR A CORNER HEREOF; THENCE: 5 01°16'54" E, A DISTANCE OF 91 1,1 FEET TO A POINT LOCATED ON A CURVE TO THE 11101 Ti \VIi1-1 A RADIUS OF 126.17 FEET, A CHORD BEARING OF S 20°l6'09" W, AND A CHORD LENGTH 01 17.7 1 FEET, FOR A CORNER HEREOF; 'THENCE: ALONG SAID CURVE TO THE RIGHT, AN ARC LENGTH OF 48.00 FEET TO A POINT LOCATED ON A REVERSE CURVE TO THE LEFT WITH A RADIUS OF 54.40 FEET, A CHORD BEARING OF S 17°10'30" W, AND A CHORD LENGTH OF 29.00 FEET, FOR A CORNER HEREOF; THENCE: CONTINUING ALONG SAID REVERSE CURVE TO THE LEFT, AN ARC LENGTH OF 29.36 FEET TO A POINT, FOR A CORNER HEREOF; THENCE: S 0517'34" W, A DISTANCE OF 75.84 FEET TO A POINT, FOR A CORNER HEREOF; THENCE: S 09°00'03" W, A DISTANCE OF 160.18 FEET TO A POINT LOCATED ON A CURVE TO THE LPT WITH A RADIUS OF 224.76 FEET, A CHORD BEARING OF 5 02°55'53" F, AND A CHORD LENGTH OF 64.38 FEET, FOR A CORNER HLRLOF; THENCE: ALONG SAID t i1RVE. TO .111E 1•F.FT. AN ,ARC 1_650 EH OF 64.60 FEET TO A P0[NI LOCATED ON A REVF.RSI-1: CURVE TO T1I0 RICi111. Willi. A RADIUS OF 160.49 EEL 1, A CIiORD BEARING U1' S 03°59'21" W, AND A CHORD LENGTII OF 93.18 F 5} 1', FOR A CORNER HEREOF: 1.H ENCE: CONTINUING ALONG SAID REVERSE CURVE TO THE RIGHT, AN ARC LENGTH OF 94.54 FEET TO A POINI', FOR A CORNER HEREOF; THENCE: S 26°52'49" W, A DISTANCE OF 43.58 FEET TO A P01NT LOCATED ON A CURVE 10 TILE LEFT WITH A RADIUS OF 36.52 FEET, A CHORD BEARING OF 5 17°51'57" E, AND A CHORD LENGTH OF 37.27 FEET, FOR A CORNER HEREOF; THENCE: ALONG SAID CURVE TO TEE LEFT, AN ARC LENGTH OF 39.11 FEET TO A POINT, FOR A CORNER HEREOF; THENCE: S 41°09'40" E, A DISTANCE OF 96.97 FEET TO A POINT, FOR A CORNER HEREOF; THENCE: S 01°20'06" W, A DISTANCE OF 50.38 FLE'rTO APOINT, FOR A CORNER 1IUREOF; WHITECAP PUBLIC IMPROVEMENT DISTRICT NO. 1 FINAL SERVICE AND ASSESSMENT PLAN 74 THENCE: N 88"4C57" W. A DISTANCE OF 291.63 FEET 17) .A i'O1N 1 LOCATED ON A CI1RVF:'TO THC RIGHT WITH A RADIUS OF 70.00 FEET, A CIIORD BEARING OF N 51-'363 ]" W, AND A CIIORD LENGTII OF 84.60 FEET, FOR A CORNER HEREOF; THENCE: ALONG SAID CURVE TO THE RIGHT, AN ARC LENGTH OF 90.84 FEET TO A POINT, FOR A CORNER HEREOF; THENCE; N 88'39'54" W, A DISTANCE OF 31.58 FEET TO A POINT, FOR A CORNER IIEREOF; THENCE: N 28°3342" W, A DISTANCE Of 53.03 FEET TO A POINT LOCATED ON A CURVE TO TEE RIGHT W1IH A RADIUS OF 86.27 FEET, A CHORD BEARING OF N 08°46'50" W, AND A CHORD 1.FNG I'H OF 5.8.39 FEET, FOR A CORNER HEREOF; THENCE: ALONG SAID CURVE TO THE RIGHT, AN ARC LENGTH OF 59.57 FEET TO A POINT, FOR A CORNER HEREOF; THENCE: N 68 21'00" E, A DISTANCE. OF 169.70 FEET TO A POINT, FOR A CORNER HEREOF; THENCE: N 1)7`116'04" E, A DISTANCE OF 83.11 FEET TO A POINT, EOR A CORNER HEREOF; TIIENCk: N04°21'45"E,A DISTANCE OF 63.40 FEET TO A POINT LOCATED ON ACLIRVE 1OTHE LEFT WI EH A RADIIJS OF 388.61 FEET, A CHORD BEARING OF N 02°34'53" W, ANL) A CHORD LENGTH OF 93.97 FRIG , FOR A C:I]RNI" R El)I6EOF; THENCE: ALONG SAID )R 1.: TO'1111_ 1 EFT, AN ARC L.L.'IrTHOF 94.20 FEET TO APOINT LOCATED ON A REVERSE CURVE TO THE RIG111 WITH A RAnri:5 (11.. 1638.93 FEET, A CHORD BEARING OF N 67'33'45" W, AND 1 CHORD L.]NGTII OF 112.26 FEI I . 1 611. A Yu R\1..1i 111.1 i-.l:7F; THENCE: CONTINUING ALONG SAID REVERSE CURVE TO THE Rli.l ] f I , :;N ARC LENGTH OF 112.28 FEET TO A POINT, FOR A CORNER HEREOF; THENCE,: N 00°18'00" W, A DISTANCE OF 84.81 FEET TO A POINT, FOR A CORNER HEREOF; I J1ENCE: N 00°17'08" W, A D1S1 ANCF OF 77.115 FI'.li1 ro A POINT LOCATED ON A CURVE TO THE RIGHT WITH A RADIUS OF 638.87 1 l:1 1, A C'IIORD REARING OF N 03°07'54" E, AND A CHORD LENGTH OF 76.16 FEET, FOR A CORNER HEREOF; THENCE: ALONG SAID CURVE TO THE RIGHT, AN ARC LENGTH OF 76.21 FEET TO A POINT, FOR A CORNER HEREOF; THENCE: N05°55'22" E., A DISTANCE 0696.67 FEF TO A POINT LOCATED ONA CURVE TO THE LEFT WITII A 'LAPEL'S DF 35.56 FEET, A CHORD) HEARING OF N27°53'47" W, AND A CHORD LENGTH OF 48.08 Fr1:T. FOR A CORNER HEREOF; THENCE: ALONG SAID CURVE TO THE I EFT, AN ARC LENGTH OF 52.79 FEET TO A POINT LOCATED ON A RF,VI:RSE CLTRV'E TO THE RIGHT WIOl A RADIUS OF 348.61 FEET, A CHORD HEARING OF N 52'26'15" W, ANT) A ('FIORD LENGTH 01- 112A1 PELT, FORA CORNER HEREOF; THENCE: CON 11NLITNG ALONG SAID REVERSE CURVE TO THE RIGHT, AN ARC LENGTH OF 112.91 FEET TO A POINT, FOR A CORNER HEREOF; THENCE; N 41°14'16" W, A DISTANCE OF 78.54 FEET TO A POINT. FOR A CORNER'_ICREOF; THENCE: N 67°58'17" W, A DISTANCE. OF 4.21 FEET TO A POINT, F01•: ;, C.)R N I:I1 11F. REOF; THENCE: N 3010'10" W, A LANCE OF46.88FEET TO A POINT, FOR ACORtiE::7:I11REOF; THENCE: N 0 `aTi `" R• • .; :315 '.'7CE OF 4.08 FEET TO A POINT 1 ODA -;IM O5 :5 7 0)45 1. 1'1 1'11E RIGHT WITH A R.ADI1.. S ("i 1 42.771.1 01, A CHORD BEARING OF N 24'4316' W, AND A C110RL] LENGTH OF 66.19 FEET, FOR .A (•( A:5ER HLIOI3DF; THENCE: ALONG S : \ ] r) . ' 1. EC V I: 10 1'1 l F'. R I G H'1. AN ARC LENGTH OF 66.80 FEET TOA POINT, FOR A CORNER HEREOF; THENCE: N 1015'25" W, A DISTANCE OF 115.67 FEET TO A PO1N 1' LOCATED ON A CURVE TO THE RICH I WITH A RADIUS OF 133.47 FEET, A CHORD BLARING OF N 10'19'44" E, AND A CHORD LENGTH OF 98.40 FEET, FOR A CORNER HEREOF; T IFEN C F: A l -C T N G SAID CURVE TO THE RIGHT, AN ARC LENGTH OF 100.78 FEET TO A POINT, FOR A CORNIER HEREOF; THENCE; N 19°4940" E, A DISTANCE OF 126.03 FEET TO A POINT LOCATED ON A CURVE TO TILE LEFT WITH A RADIUS OF 91.11 FEET, A CHORD BEARING OF N 05°22`28" E, AND A CHORD LENGTH OF 33.76 FEET, FORA CORNER HEREOF; 31 WHITECAP PUBLIC IMPROVEMENT DISTRICT NO. 1 FINAL SERVICE AND ASSESSMENT PLAN 75 THENCE: ALONG SAID CURVE TO THL LIFT, AN ARC LENGTH OF 33.95 FEET TO A POINT, FOR A CORNER HEREOF; THENCE: N 05°1W06" W, A DISTANCE OF 181.88 PEET TO A POINT, FOR A CORNER HEREOF; THENCE: N 1396'58" W, A DISTANCE OF 55.06 FEET TO A POINT, FOR A CORNER HEREOF; THF,NCE: N 09°5441" E, A DISTANCE OF 275.84 FEET TO A 5/8 INCH IRON ROD FOUND, FOR AN INTERIOR CORNER OF SAID LOT 27C, AND FOR A CORNER HEREOF; [HENCE: S 8990'01" E, CONTINUING ALONG TTIF LOWER NORTH LINE OF SAID LOT 27C, A DISTANCE OF 229.01 FEET TO THE POINT OF BEGINNENG, CONTAINING WITHIN THESE METES AND BOUNDS A 28.63 -ACRE TRACT, MORE OR LESS; NOTE; AN EXHIBIT REPRESENTING A GRAPHIC 1MAf;I; OF THIS DESCRIPTION STYLED AS "SHEET 1 OF 5 — 28.63 -ACRE TRACT" ACCOMPANIES THIS DOC U NI ENT. THE BASIS OF BEARING IS TEXAS STATE PLANE COORDINATE SYSTEM NAD 83, SO1,V111 ZONE 4205. September 28, 2018 Job No. 170146 I.Rodartc WHITECAP PUBLIC IMPROVEMENT DISTRICT NO. 1 FINAL SERVICE AND ASSESSMENT PLAN 76 EXHIBIT J-2 -IMPROVEMENT AREA #1 LEGAL DESCRIPTION STATE OF TEXAS COUNTY OF NUEC ES 361_991.550 1BPtl. F-19613 =P=L. 1:71')43&2 4\V..1JASt.wk.!, :Ca❑ 3"5 S;nJh ;' pIc',!;l.r. rl.'uu Ic•11 , Corpu C'risli. Tcr:,n 72A' 1 Field Notes Description for a 51.03 -Acre Tract Improvement Area #1, Tract 1 § November 21, 2023 5001-0986-21143.101 Field notes, to describe a 51 -03 -acre tract Improvement Area being out a portion of Tracts 27C and 27D of the Padre Island — Corpus Christi Island Fairway Estates, hereafter referred to as P.I.C.C-I.F.E., Lots 27C and 27D_ a map recorded in Volume 67, Pages 779-785, Map Records, Nueces County, Texas, a porton of P.I.C.C.I.F.E., Blocks 24-33, a map recorded in Volume 40, pages 154-159, Map Records, Nueces County, Texas. a portion of out of P.I.C.C.I.F.E., Blocks 43 & 44. a map recorded in Volume 42, Pages 10-11, Map Records. Nueces County. Texas, and Portions of P.I.C.C.I.F.E., Blocks 34, 35, and 36, a map recorded in Volume 40, Pages 183-154, Map Records, Nueces County, Texas, said Blocks 26, 35, 36. 43, 44, and a portion of Block 34. now vacated as per plat recorded in Volume 67, Page 688, Map Records, Nueces County, Texas, said 51.03 -acre tract being out of a portion of a 28.63 - acre tract (Tract 1), a 72.31 -acre tract (Tract 2), a 74.39 -acre tract (Tract 3), and a 30.68 -acre tract (Tract 4), as referenced in a correction warranty deed, Document Number 2018045542, Official Records, Nueces County. Texas, save and except 3.766 acres of a 80 -foot wide street, also known as `Aquarius Street Re -Alignment', and recorded in Document Number 2011039226, Official Records, Nueces County, Texas, and said 51.03 acres more particularly described by metes and bounds as follows; BEGINNING at a 5/8" iron rod found on said Lot 27C of the Padre Island -Corpus Christi Island Fairway Estates, and being on the south right of way of said Aquarius Street, and said iron rod being on a curve to the right, having a radius of 330.00', a length of curve of 106.74', a delta angle of 18°31'58 and a chord bearing and distance of S 78`00'59- W, 106.28' for a corner of said 30.68 -acre tract (Tract 4) for the POINT -OF -BEGINNING and northeast comer of this 51.03 -acre tract; THENCE S 02°16'21" E, a distance of 47.77' to a 518" iron rod found, for an angle corner of this 51.03 - acre tract; THENCE S 44°49'36"' E. a distance of 217.18' to a point, for an angle corner of this 51.03 -acre tract; THENCE S 45°10'24" W. a distance of 141.72' to a point. for an angle corner of this 51.03 -acre tract; THENCE S 00`00'00` W, a distance of 685.33' to a point and a corner of this 51.03 -acre tract, and said point being at the beginning of a curve to the left, having a radius of 393.00', a length of curve of 500.19', a delta angle of 72°55'22'. and a chord bearing and distance of S 57°10'11' E, 467.10'; THENCE along said curve to the left, a curve length of 500.19' to a point of tangency of said curve, for a corner of this 51.03 -acre tract; THENCE S 00°53'05" E, a distance 809.16' to a point, for an angle comer of this 51.03 -acre tract; WHITECAP PUBLIC IMPROVEMENT DISTRICT NO. 1 FINAL SERVICE AND ASSESSMENT PLAN 77 51.03 -Acre Tract November 21, 2023 Page 2 of 3 THENCE S 89°06'59" W, a distance of 62.78' to a point, for an angle corner of this 51.03 -acre tract THENCE N 80`07'55" W, a distance of 169.11' to a point. for an angle corner of this 51.03 -acre tract: THENCE S 47°34'11" W, a distance of 80.4-4' to a point. for an angle comer of this 51.03 -acre tract: THENCE N 39`02'15" W, a distance of 180.41'to a point, for an angle corner of this 51.03 -acre tract: THENCE N 87`28'42" W, a distance of 120.19' to a point, for an angle corner of this 51.03 -acre tract: THENCE S 51027'50" W, a distance of 135.13' to a point. for an angle corner of this 51.03 -acre tract: THENCE S 30031'04" W; a distance of 270.15' to a point. for an angle corner of this 51.03 -acre tract: THENCE S 24002'41" W, a distance of 249.57' to a point. for an angle corner of this 51.03 -acre tract: THENCE S 36'57'46- W. a distance of 160.17' to a point on the north right of v.ay of Crown Royal, for an angle corner of this 51.03 -acre tract: THENCE N 52°53'11" W. along the north right of v.ay of Crown Royal, a distance of 229.48' to a point on the north right of way of Crown Royal, for a corner of this 51.03 -acre tract and said point being at the beginning of a curve to the left, having a radius of 1.718.10', a length of curve of 301.27, a delta angle of 10°02'48", and a chord bearing and distance of N 30°32'33" E, 300.88': THENCE along said curve to the left, a curve length of 301.27' to a point of tangency of said curve, for a corner of this 51.03 -acre tract, and said point being at the beginning of a curve to the left, having a radius of 1.056.90', a length of curve of 387.52', a delta angle of 21'00'28", and a chord bearing and distance of N 14'46'46- E, 385.35'; THENCE along said curve to the left, a curve length of 387.52' to a point of tangency of said curve, for a corner of this 51.03 -acre tract; THENCE N 86`00'41" W, a distance of 119.90' to a point at the east right of way of Dasmarinas Drive, for a corner of this 51.03 -acre tract, and said point being at the beginning of a curve to the left, having a radius of 940.79", a length of curve of 461.85', a delta angle of 28'07'40"_ and a chord bearing and distance of N 10'33'02" W, 457.23': THENCE along said curve to the left, a curve length of 461.85' to a point of tangency of said curve, for a corner of this 51.03 -acre tract and said point being at the beginning of a curve to the left, having a radius of 617.98', a length of curve of 425.59', a delta angle of 39'27'31". and a chord bearing and distance of N 44'45'25- W; 417.23'; THENCE along said curve to the left, a curve length of 425.59' to a point of tangency of said curve, for a corner of this 51.03 -acre tract; THENCE N 64`29'59" W, a distance of 515.37' to a point, for a comer of this 51.03 -acre tract and said point being at the beginning of curve to the right. having a radius of 15.00'; a length of curve of 23.55', a delta angle of 89`57'56_, and a chord bearing and distance of N 19'31'01" W, 2121'; THENCE along said curve to the right, a curve length of 23.55' to a point of tangency of said curve. for a corner of this 51.03 -acre tract; WHITECAP PUBLIC IMPROVEMENT DISTRICT NO. 1 FINAL SERVICE AND ASSESSMENT PLAN 78 51.03 -Acre Tract November 21, 2023 Page 3 al 3 THENCE N 25°27'57" E, a distance of 288.75' to a point, for a comer of this 51.03 -acre tract and said point being at the beginning of curve to the right, having a radius of 330.00', a length of curve of 249.30', a delta angle of 43°17'02", and a chord bearing and distance of N 47°06'27" E, 243,41';, THENCE along said curve to the right, a curve length of 249.30' to a point of tangency of said curve, for a corner of this 51,03 -acre tract; THENCE N 6B°44'50" E, a distance of 1,071.44' to a point, for a corner of this 51.03 -acre tract, and said point being at the beginnng of curve to the right, having a radius of 330.00', a length of curve of 106.74', a delta angle of 18°31'58", and a chord bearing and distance of N 78°00'59" E, 106.28'; THENCE along saia curve to the right, a curve length of 106.74' to the point of tangency and the POINT -OF -BEGINNING, and containing 51.03 acres, more or less. The bearings for this field notes description are based on GPS, NA083, State Plane Coordinate System, Texas South Zone 4205. I, Albert E. Franco, Jr., Registered Professional Land Surveyor of Texas, do hereby certify !hat !his description represents the actual perimeter of this 51,03 -acre tract, this the 21'1 day of November 2023. _,lf �xorxco Registered Professional Laf'd Surveyor Texas Registration No. 4471 WHITECAP PUBLIC IMPROVEMENT DISTRICT NO. 1 FINAL SERVICE AND ASSESSMENT PLAN 79 EXHIBIT J-3 - THE PRESERVE LEGAL DESCRIPTION STATE OF TEXAS COUNTY OF NUECES 1.61.991.8550 I I1I:ELS F-19613 1;1194382 h ti'a[ Itr,'ifrcu I. S i li 1. ;• Corpu C' risli, Tt°xds 721 1 Field Notes Description for a 4.64 -Acre Tract Improvement Area #1. Tract 2 November 21. 2023 5001-0986-21 143.101 Field notes, to describe a 4.64 -acre tract being out a portion of Tracts 27D of the Padre Island — Corpus Christi Island Fairway Estates, hereafter referred to as P.I.C.C.I.F.E., Lots 27C and 27D, a map recorded in Volume 67, Pages 779-785, Map Records, Nueces County. Texas, said 4.64 -acre tract being out of a portion of a 74.39 -acre tract (Tract 3), as referenced in a correction 'warranty. deed, Document Number 2018045542, Official Records, Nueces County, Texas. and said 4.64 acres more particularly described by metes and bounds as follows; BEGINNING at a 518" iron rod found at the southeast corner of Lot 24, Block 30 of the Padre Island - Corpus Christi Island Fair ,ay Estates, recorded in Volume 40_ Pages 181-'182, Map Records, Nueces County, Texas. for the POINT -OF -BEGINNING and interior corner of this 4.64 -acre tract, THENCE N 30`50'45" E, a distance of 235.05' to a point, for an angle corner of this 4.64 -acre tract; THENCE N 23`48'25" W, a distance of 259.46' to a point. for an angle corner of this 4.64 -acre tract; THENCE N 30`34'30" E, a distance of 224.73' to a point, for an angle corner of this 4.64 -acre tract; THENCE S 57`43'56' E. a distance of 100.42' to a point and a comer of this 4.64 -acre tract, and said point being at the beginning of a curve to the right, having a radius of 170.00, a length of curve of 157.54'. a delta angle of 53`05'43`", and a chord bearing and distance of S 33'35'14" E. 151.96'; THENCE along said curve to the right_ a curve length of 157.54' to a point of tangency of said curve, for a corner of this 4.64 -acre tract: THENCE S 07°02'23" E, a distance 182.93' to a point, for an angle corner of this 4.64 -acre tract: THENCE S 11'47'41" W, a distance of 257.61' to a point, for a comer of this 4.64 -acre tract and said point being at the beginning of a curve to the right, having a radius of 260.00', a length of curve of 352.26', a della angle of 77`37'36", and a chord bearing and distance of S 50°36'29- W, 325.93'; THENCE along said curie to the right, a curve length of 352.26' to a point of tangency of said curve, for a corner of this 4.64 -acre tract; THENCE N 00`34'43" W, a distance of 105.00' to a point_ for a corner of this 4.64 -acre tract and said point being at the beginning of a curve to the right, having a radius of 155.00', a length of curve of 84.98', a delta angle of 31'24'50", and a chord bearing and distance of N 74`5218" W, 83.92'; WHITECAP PUBLIC IMPROVEMENT DISTRICT NO. 1 FINAL SERVICE AND ASSESSMENT PLAN 80 4,64 -Acre Tract November 21, 2023 Pana 2 of 2 THENCE along said curve to the right, a cc.rve length of 84.98' to a point of tangency of said curve, for a comer of this 4.64 -acre tract; THENCE N 59'09'53' W, a distance of 11206' to a point, for an exterior comer of this 4.64 -acre tract; THENCE 9 93°07'14" W, a distance of 9.19! to a point, fora corner of this 4.64 -acre tract and said point berg gat the beginning of a curve to the left, having a radius of 104.62', a length of curve of 62 26, a delta angle of 34°06'20", and a Chord bearing and distance of N 31°30'06" E, 61.36; THENCE along said curve to the left: a curve length of 62.28' to a point of tangency of said curve, for a corner of this 4.64 -acre tract; THENCE S 76°03'33" E, a distance of 112.87' to a paint, for an angle corner and the POINT -OF -BEGINNING, and containing 4.64 acres, more or less. The bearings for this yield notes description are based on GPS, NAIE43. State Plane Coordinate System, Texas South Zone 4245. I, Albert E, Franco, Jr., Registered Professional Land Surveyor of Texas, do hereby certify that this description represents the actual perimeter of this 4.54 -acre tract, this the 21*' day of November 2023. Registered Professional Lang urveyor Texas Registration No. 4471 WHITECAP PUBLIC IMPROVEMENT DISTRICT NO. 1 FINAL SERVICE AND ASSESSMENT PLAN 81 APPENDIX A — ENGINEER'S REPORT [Remainder of page left intentionally blank.] WHITECAP PUBLIC IMPROVEMENT DISTRICT NO. 1 FINAL SERVICE AND ASSESSMENT PLAN 82 APPENDIX B - BUYER DISCLOSURES Forms of the buyer disclosures for the following Lot Types are found in this appendix: Improvement Area #1 ■ Initial Parcel ■ Lot Type 1 ■ Lot Type 2 ■ Lot Type 3 ■ Lot Type 4 ■ Lot Type 5 ■ Lot Type 6 ■ Lot Type 7 [Remainder of page left intentionally blank.] WHITECAP PUBLIC IMPROVEMENT DISTRICT NO. 1 FINAL SERVICE AND ASSESSMENT PLAN 83 WHITECAP PUBLIC IMPROVEMENT DISTRICT NO. 1 - IMPROVEMENT AREA #1 INITIAL PARCEL BUYER DISCLOSURE NOTICE OF OBLIGATIONS RELATED TO PUBLIC IMPROVEMENT DISTRICT A person who proposes to sell or otherwise convey real property that is located in a public improvement district established under Subchapter A, Chapter 372, Local Government Code (except for public improvement districts described under Section 372.005), or Chapter 382, Local Government Code, shall first give to the purchaser of the property this written notice, signed by the seller. For the purposes of this notice, a contract for the purchase and sale of real property having a performance period of less than six months is considered a sale requiring the notice set forth below. This notice requirement does not apply to a transfer: 1) under a court order or foreclosure sale; 2) by a trustee in bankruptcy; 3) to a mortgagee by a mortgagor or successor in interest or to a beneficiary of a deed of trust by a trustor or successor in interest; 4) by a mortgagee or a beneficiary under a deed of trust who has acquired the land at a sale conducted under a power of sale under a deed of trust or a sale under a court-ordered foreclosure or has acquired the land by a deed in lieu of foreclosure; 5) by a fiduciary in the course of the administration of a decedent's estate, guardianship, conservatorship, or trust; 6) from one co-owner to another co-owner of an undivided interest in the real property; 7) to a spouse or a person in the lineal line of consanguinity of the seller; 8) to or from a governmental entity; or 9) of only a mineral interest, leasehold interest, or security interest The following notice shall be given to a prospective purchaser before the execution of a binding contract of purchase and sale, either separately or as an addendum or paragraph of a purchase contract. In the event a contract of purchase and sale is entered into without the seller having provided the required notice, the purchaser, subject to certain exceptions, is entitled to terminate the contract. A separate copy of this notice shall be executed by the seller and the purchaser and must be filed in the real property records of the county in which the property is located at the closing of the purchase and sale of the property. AFTER RECORDING' RETURN TO: NOTICE OF OBLIGATION TO PAY IMPROVEMENT DISTRICT ASSESSMENT TO CITY OF CORPUS CHRISTI, TEXAS CONCERNING THE FOLLOWING PROPERTY STREET ADDRESS IMPROVEMENT AREA #1 INITIAL PARCEL PRINCIPAL ASSESSMENT: $23,856,000 As the purchaser of the real property described above, you are obligated to pay assessments to City of Corpus Christi, Texas, for the costs of a portion of a public improvement or services project (the "Authorized Improvements") undertaken for the benefit of the property within Whitecap Public Improvement District No. 1(the 'District") created under Subchapter A, Chapter 372, Local Government Code. AN ASSESSMENT HAS BEEN LEVIED AGAINST YOUR PROPERTY FOR THE AUTHORIZED IMPROVEMENTS, WHICH MAY BE PAID IN FULL AT ANY TIME. IF THE ASSESSMENT IS NOT PAID IN FULL, IT WILL BE DUE AND PAYABLE IN ANNUAL INSTALLMENTS THAT WILL VARY FROM YEAR TO YEAR DEPENDING ON THE AMOUNT OF INTEREST PAID, COLLECTION COSTS, ADMINISTRATIVE COSTS, AND DELINQUENCY COSTS. The exact amount of the assessment may be obtained from the City of Corpus Christi. The exact amount of each annual installment will be approved each year by the Corpus Christi City Council in the annual service plan update for the District. More information about the assessments, including the amounts and due dates, may be obtained from City of Corpus Christi. Your failure to pay any assessment or any annual installment may result in penalties and interest being added to what you owe or in a lien on and the foreclosure of your property. 1 To be included in separate copy of the notice required by Section 5.0143, Tex. Prop. Code, to be executed at the closing of the purchase and sale and to be recorded in the deed records of Nueces County when updating for the Current Information of Obligation to Pay Improvement District Assessment. [The undersigned purchaser acknowledges receipt of this notice before the effective date of a binding contract for the purchase of the real property at the address described above. DATE: DATE: SIGNATURE OF PURCHASER SIGNATURE OF PURCHASER The undersigned seller acknowledges providing this notice to the potential purchaser before the effective date of a binding contract for the purchase of the real property at the address described above. DATE: DATE: SIGNATURE OF SELLER SIGNATURE OF SELLER]2 2 To be included in copy of the notice required by Section 5.014, Tex. Prop. Code, to be executed by seller in accordance with Section 5.014(a-1), Tex. Prop. Code. Signature Page to Initial Notice of Obligation to Pay Improvement District Assessment [The undersigned purchaser acknowledges receipt of this notice before the effective date of a binding contract for the purchase of the real property at the address described above. The undersigned purchaser acknowledged the receipt of this notice including the current information required by Section 5.0143, Texas Property Code, as amended. DATE: DATE: SIGNATURE OF PURCHASER SIGNATURE OF PURCHASER STATE OF TEXAS COUNTY OF The foregoing instrument was acknowledged before me by and , known to me to be the person(s) whose name(s) is/are subscribed to the foregoing instrument, and acknowledged to me that he or she executed the same for the purposes therein expressed. Given under my hand and seal of office on this , 20. Notary Public, State of Texas]3 3 To be included in separate copy of the notice required by Section 5.0143, Tex. Prop. Code, to be executed at the closing of the purchase and sale and to be recorded in the deed records of Nueces County. Purchaser Signature Page to Final Notice with Current Information of Obligation to Pay Improvement District Assessment [The undersigned seller acknowledges providing a separate copy of the notice required by Section 5.014 of the Texas Property Code including the current information required by Section 5.0143, Texas Property Code, as amended, at the closing of the purchase of the real property at the address above. DATE: DATE: SIGNATURE OF SELLER SIGNATURE OF SELLER STATE OF TEXAS COUNTY OF The foregoing instrument was acknowledged before me by and , known to me to be the person(s) whose name(s) is/are subscribed to the foregoing instrument, and acknowledged to me that he or she executed the same for the purposes therein expressed. Given under my hand and seal of office on this 20. Notary Public, State of Texas]4 4 To be included in separate copy of the notice required by Section 5.0143, Tex. Prop. Code, to be executed at the closing of the purchase and sale and to be recorded in the deed records of Nueces County. Seller Signature Page to Final Notice with Current Information of Obligation to Pay Improvement District Assessment ANNUAL INSTALLMENTS - IMPROVEMENT AREA #1 INITIAL PARCEL Installment Due 1/31 Principal Interest[a] Annual Collection Total Annual Costs Installments[b] 2025 2026 2027 2028 2029 2030 2031 2032 2033 2034 2035 2036 2037 2038 2039 2040 2041 2042 2043 2044 2045 2046 2047 2048 2049 2050 2051 2052 2053 2054 $ 290,000 $ 308,000 $ 327,000 $ 348,000 $ 369,000 $ 392,000 $ 417,000 $ 443,000 $ 470,000 $ 500,000 $ 531,000 $ 564,000 $ 599,000 $ 636,000 $ 676,000 $ 718,000 $ 762,000 $ 810,000 $ 860,000 $ 914,000 $ 970,000 $ 1,031,000 $ 1,095,000 $ 1,163,000 $ 1,235,000 $ 1,312,000 $ 1,394,000 $ 1,480,000 $ 1,572,000 $ 1,670,000 $ 1,483,843 $ 1,465,805 $ 1,446,648 $ 1,426,308 $ 1,404,663 $ 1,381,711 $ 1,357,328 $ 1,331,391 $ 1,303,836 $ 1,274,602 $ 1,243,502 $ 1,210,474 $ 1,175,393 $ 1,138,136 $ 1,098,576 $ 1,056,529 $ 1,011,870 $ 964,473 $ 914,091 $ 860,599 $ 803,748 $ 743,414 $ 679,286 $ 611,177 $ 538,839 $ 462,022 $ 380,415 $ 293,708 $ 201,652 $ 103,874 40,000 40,800 41,616 42,448 43,297 44,163 45,046 45,947 46,866 47,804 48,760 49,735 50,730 51,744 52,779 53,835 54,911 56,010 57,130 58,272 59,438 60,627 61,839 63,076 64,337 65,624 66,937 68,275 69,641 71,034 $ 1,813,843 $ 1,814,605 $ 1,815,264 $ 1,816,757 $ 1,816,960 $ 1,817,874 $ 1,819,375 $ 1,820,338 $ 1,820,703 $ 1,822,406 $ 1,823,262 $ 1,824,209 $ 1,825,123 $ 1,825,880 $ 1,827,356 $ 1,828,364 $ 1,828,781 $ 1,830,483 $ 1,831,221 $ 1,832,872 $ 1,833,186 $ 1,835,041 $ 1,836,125 $ 1,837,253 $ 1,838,176 $ 1,839,646 $ 1,841,352 $ 1,841,984 $ 1,843,293 $ 1,844,908 Total $ 23,856,000 $ 29,367,917 $ 1,622,723 $ 54,846,640 Footnotes: [a] Interest is calculated at a 6.22% rate for illustrative purposes. [b] The figures shown above are estimates only and subject to change in Annual Service Plan Updates. Changes in Annual Collection Costs, reserve fund requirements, interest earnings, or other available offsets could increase or decrease the amounts shown. Annual Installment Schedule to Notice of Obligation to Pay Improvement District Assessment WHITECAP PUBLIC IMPROVEMENT DISTRICT NO. 1 - IMPROVEMENT AREA #1 LOT TYPE 1 BUYER DISCLOSURE NOTICE OF OBLIGATIONS RELATED TO PUBLIC IMPROVEMENT DISTRICT A person who proposes to sell or otherwise convey real property that is located in a public improvement district established under Subchapter A, Chapter 372, Local Government Code (except for public improvement districts described under Section 372.005), or Chapter 382, Local Government Code, shall first give to the purchaser of the property this written notice, signed by the seller. For the purposes of this notice, a contract for the purchase and sale of real property having a performance period of less than six months is considered a sale requiring the notice set forth below. This notice requirement does not apply to a transfer: 1) under a court order or foreclosure sale; 2) by a trustee in bankruptcy; 3) to a mortgagee by a mortgagor or successor in interest or to a beneficiary of a deed of trust by a trustor or successor in interest; 4) by a mortgagee or a beneficiary under a deed of trust who has acquired the land at a sale conducted under a power of sale under a deed of trust or a sale under a court-ordered foreclosure or has acquired the land by a deed in lieu of foreclosure; 5) by a fiduciary in the course of the administration of a decedent's estate, guardianship, conservatorship, or trust; 6) from one co-owner to another co-owner of an undivided interest in the real property; 7) to a spouse or a person in the lineal line of consanguinity of the seller; 8) to or from a governmental entity; or 9) of only a mineral interest, leasehold interest, or security interest The following notice shall be given to a prospective purchaser before the execution of a binding contract of purchase and sale, either separately or as an addendum or paragraph of a purchase contract. In the event a contract of purchase and sale is entered into without the seller having provided the required notice, the purchaser, subject to certain exceptions, is entitled to terminate the contract. A separate copy of this notice shall be executed by the seller and the purchaser and must be filed in the real property records of the county in which the property is located at the closing of the purchase and sale of the property. AFTER RECORDING' RETURN TO: NOTICE OF OBLIGATION TO PAY IMPROVEMENT DISTRICT ASSESSMENT TO CITY OF CORPUS CHRISTI, TEXAS CONCERNING THE FOLLOWING PROPERTY STREET ADDRESS IMPROVEMENT AREA #1 LOT TYPE 1 PRINCIPAL ASSESSMENT: $78,510.14 As the purchaser of the real property described above, you are obligated to pay assessments to City of Corpus Christi, Texas, for the costs of a portion of a public improvement or services project (the "Authorized Improvements") undertaken for the benefit of the property within Whitecap Public Improvement District No. 1(the 'District") created under Subchapter A, Chapter 372, Local Government Code. AN ASSESSMENT HAS BEEN LEVIED AGAINST YOUR PROPERTY FOR THE AUTHORIZED IMPROVEMENTS, WHICH MAY BE PAID IN FULL AT ANY TIME. IF THE ASSESSMENT IS NOT PAID IN FULL, IT WILL BE DUE AND PAYABLE IN ANNUAL INSTALLMENTS THAT WILL VARY FROM YEAR TO YEAR DEPENDING ON THE AMOUNT OF INTEREST PAID, COLLECTION COSTS, ADMINISTRATIVE COSTS, AND DELINQUENCY COSTS. The exact amount of the assessment may be obtained from the City of Corpus Christi. The exact amount of each annual installment will be approved each year by the Corpus Christi City Council in the annual service plan update for the District. More information about the assessments, including the amounts and due dates, may be obtained from City of Corpus Christi. Your failure to pay any assessment or any annual installment may result in penalties and interest being added to what you owe or in a lien on and the foreclosure of your property. 1 To be included in separate copy of the notice required by Section 5.0143, Tex. Prop. Code, to be executed at the closing of the purchase and sale and to be recorded in the deed records of Nueces County when updating for the Current Information of Obligation to Pay Improvement District Assessment. [The undersigned purchaser acknowledges receipt of this notice before the effective date of a binding contract for the purchase of the real property at the address described above. DATE: DATE: SIGNATURE OF PURCHASER SIGNATURE OF PURCHASER The undersigned seller acknowledges providing this notice to the potential purchaser before the effective date of a binding contract for the purchase of the real property at the address described above. DATE: DATE: SIGNATURE OF SELLER SIGNATURE OF SELLER]2 2 To be included in copy of the notice required by Section 5.014, Tex. Prop. Code, to be executed by seller in accordance with Section 5.014(a-1), Tex. Prop. Code. Signature Page to Initial Notice of Obligation to Pay Improvement District Assessment [The undersigned purchaser acknowledges receipt of this notice before the effective date of a binding contract for the purchase of the real property at the address described above. The undersigned purchaser acknowledged the receipt of this notice including the current information required by Section 5.0143, Texas Property Code, as amended. DATE: DATE: SIGNATURE OF PURCHASER SIGNATURE OF PURCHASER STATE OF TEXAS COUNTY OF The foregoing instrument was acknowledged before me by and , known to me to be the person(s) whose name(s) is/are subscribed to the foregoing instrument, and acknowledged to me that he or she executed the same for the purposes therein expressed. Given under my hand and seal of office on this , 20. Notary Public, State of Texas]3 3 To be included in separate copy of the notice required by Section 5.0143, Tex. Prop. Code, to be executed at the closing of the purchase and sale and to be recorded in the deed records of Nueces County. Purchaser Signature Page to Final Notice with Current Information of Obligation to Pay Improvement District Assessment [The undersigned seller acknowledges providing a separate copy of the notice required by Section 5.014 of the Texas Property Code including the current information required by Section 5.0143, Texas Property Code, as amended, at the closing of the purchase of the real property at the address above. DATE: DATE: SIGNATURE OF SELLER SIGNATURE OF SELLER STATE OF TEXAS COUNTY OF The foregoing instrument was acknowledged before me by and , known to me to be the person(s) whose name(s) is/are subscribed to the foregoing instrument, and acknowledged to me that he or she executed the same for the purposes therein expressed. Given under my hand and seal of office on this 20. Notary Public, State of Texas]4 4 To be included in separate copy of the notice required by Section 5.0143, Tex. Prop. Code, to be executed at the closing of the purchase and sale and to be recorded in the deed records of Nueces County. Seller Signature Page to Final Notice with Current Information of Obligation to Pay Improvement District Assessment ANNUAL INSTALLMENTS - IMPROVEMENT AREA #1 LOT TYPE 1 Installment Due 1/31 Principal Interestia1 Annual Collection Total Annual Costs Installmentsib] 2025 2026 2027 2028 2029 2030 2031 2032 2033 2034 2035 2036 2037 2038 2039 2040 2041 2042 2043 2044 2045 2046 2047 2048 2049 2050 2051 2052 2053 2054 $ 954.39 $ 1,013.63 $ 1,076.16 $ 1,145.27 $ 1,214.38 $ 1,290.07 $ 1,372.35 $ 1,457.91 $ 1,546.77 $ 1,645.50 $ 1,747.52 $ 1,856.13 $ 1,971.31 $ 2,093.08 $ 2,224.72 $ 2,362.94 $ 2,507.74 $ 2,665.71 $ 2,830.26 $ 3,007.98 $ 3,192.27 $ 3,393.02 $ 3,603.65 $ 3,827.44 $ 4,064.39 $ 4,317.79 $ 4,587.66 $ 4,870.68 $ 5,173.46 $ 5,495.97 $ 4,883.33 $ 4,823.97 $ 4,760.92 $ 4,693.98 $ 4,622.75 $ 4,547.21 $ 4,466.97 $ 4,381.61 $ 4,290.93 $ 4,194.72 $ 4,092.37 $ 3,983.67 $ 3,868.22 $ 3,745.61 $ 3,615.42 $ 3,477.04 $ 3,330.06 $ 3,174.08 $ 3,008.28 $ 2,832.23 $ 2,645.14 $ 2,446.58 $ 2,235.53 $ 2,011.39 $ 1,773.32 $ 1,520.51 $ 1,251.95 $ 966.59 $ 663.64 $ 341.85 131.64 134.27 136.96 139.70 142.49 145.34 148.25 151.21 154.24 157.32 160.47 163.68 166.95 170.29 173.70 177.17 180.71 184.33 188.01 191.77 195.61 199.52 203.51 207.58 211.73 215.97 220.29 224.69 229.19 233.77 $ 5,969.36 $ 5,971.87 $ 5,974.04 $ 5,978.95 $ 5,979.62 $ 5,982.63 $ 5,987.57 $ 5,990.74 $ 5,991.94 $ 5,997.54 $ 6,000.36 $ 6,003.48 $ 6,006.48 $ 6,008.97 $ 6,013.83 $ 6,017.15 $ 6,018.52 $ 6,024.12 $ 6,026.55 $ 6,031.98 $ 6,033.02 $ 6,039.12 $ 6,042.69 $ 6,046.40 $ 6,049.44 $ 6,054.28 $ 6,059.89 $ 6,061.97 $ 6,066.28 $ 6,071.60 Total $ 78,510.14 $ 96,649.87 $ 5,340.39 $ 180,500.40 Footnotes: [a] Interest is calculated at a 6.22% rate for illustrative purposes. [b] The figures shown above are estimates only and subject to change in Annual Service Plan Updates. Changes in Annual Collection Costs, reserve fund requirements, interest earnings, or other available offsets could increase or decrease the amounts shown. Annual Installment Schedule to Notice of Obligation to Pay Improvement District Assessment WHITECAP PUBLIC IMPROVEMENT DISTRICT NO. 1 - IMPROVEMENT AREA #1 LOT TYPE 2 BUYER DISCLOSURE NOTICE OF OBLIGATIONS RELATED TO PUBLIC IMPROVEMENT DISTRICT A person who proposes to sell or otherwise convey real property that is located in a public improvement district established under Subchapter A, Chapter 372, Local Government Code (except for public improvement districts described under Section 372.005), or Chapter 382, Local Government Code, shall first give to the purchaser of the property this written notice, signed by the seller. For the purposes of this notice, a contract for the purchase and sale of real property having a performance period of less than six months is considered a sale requiring the notice set forth below. This notice requirement does not apply to a transfer: 1) under a court order or foreclosure sale; 2) by a trustee in bankruptcy; 3) to a mortgagee by a mortgagor or successor in interest or to a beneficiary of a deed of trust by a trustor or successor in interest; 4) by a mortgagee or a beneficiary under a deed of trust who has acquired the land at a sale conducted under a power of sale under a deed of trust or a sale under a court-ordered foreclosure or has acquired the land by a deed in lieu of foreclosure; 5) by a fiduciary in the course of the administration of a decedent's estate, guardianship, conservatorship, or trust; 6) from one co-owner to another co-owner of an undivided interest in the real property; 7) to a spouse or a person in the lineal line of consanguinity of the seller;.to or from a governmental entity; or 8) of only a mineral interest, leasehold interest, or security interest The following notice shall be given to a prospective purchaser before the execution of a binding contract of purchase and sale, either separately or as an addendum or paragraph of a purchase contract. In the event a contract of purchase and sale is entered into without the seller having provided the required notice, the purchaser, subject to certain exceptions, is entitled to terminate the contract. A separate copy of this notice shall be executed by the seller and the purchaser and must be filed in the real property records of the county in which the property is located at the closing of the purchase and sale of the property. AFTER RECORDING' RETURN TO: NOTICE OF OBLIGATION TO PAY IMPROVEMENT DISTRICT ASSESSMENT TO CITY OF CORPUS CHRISTI, TEXAS CONCERNING THE FOLLOWING PROPERTY STREET ADDRESS IMPROVEMENT AREA #1 LOT TYPE 2 PRINCIPAL ASSESSMENT: $94,212.17 As the purchaser of the real property described above, you are obligated to pay assessments to City of Corpus Christi, Texas, for the costs of a portion of a public improvement or services project (the "Authorized Improvements") undertaken for the benefit of the property within Whitecap Public Improvement District No. 1(the 'District") created under Subchapter A, Chapter 372, Local Government Code. AN ASSESSMENT HAS BEEN LEVIED AGAINST YOUR PROPERTY FOR THE AUTHORIZED IMPROVEMENTS, WHICH MAY BE PAID IN FULL AT ANY TIME. IF THE ASSESSMENT IS NOT PAID IN FULL, IT WILL BE DUE AND PAYABLE IN ANNUAL INSTALLMENTS THAT WILL VARY FROM YEAR TO YEAR DEPENDING ON THE AMOUNT OF INTEREST PAID, COLLECTION COSTS, ADMINISTRATIVE COSTS, AND DELINQUENCY COSTS. The exact amount of the assessment may be obtained from the City of Corpus Christi. The exact amount of each annual installment will be approved each year by the Corpus Christi City Council in the annual service plan update for the District. More information about the assessments, including the amounts and due dates, may be obtained from City of Corpus Christi. Your failure to pay any assessment or any annual installment may result in penalties and interest being added to what you owe or in a lien on and the foreclosure of your property. 1 To be included in separate copy of the notice required by Section 5.0143, Tex. Prop. Code, to be executed at the closing of the purchase and sale and to be recorded in the deed records of Nueces County when updating for the Current Information of Obligation to Pay Improvement District Assessment. [The undersigned purchaser acknowledges receipt of this notice before the effective date of a binding contract for the purchase of the real property at the address described above. DATE: DATE: SIGNATURE OF PURCHASER SIGNATURE OF PURCHASER The undersigned seller acknowledges providing this notice to the potential purchaser before the effective date of a binding contract for the purchase of the real property at the address described above. DATE: DATE: SIGNATURE OF SELLER SIGNATURE OF SELLER]2 2 To be included in copy of the notice required by Section 5.014, Tex. Prop. Code, to be executed by seller in accordance with Section 5.014(a-1), Tex. Prop. Code. Signature Page to Initial Notice of Obligation to Pay Improvement District Assessment [The undersigned purchaser acknowledges receipt of this notice before the effective date of a binding contract for the purchase of the real property at the address described above. The undersigned purchaser acknowledged the receipt of this notice including the current information required by Section 5.0143, Texas Property Code, as amended. DATE: DATE: SIGNATURE OF PURCHASER SIGNATURE OF PURCHASER STATE OF TEXAS COUNTY OF The foregoing instrument was acknowledged before me by and , known to me to be the person(s) whose name(s) is/are subscribed to the foregoing instrument, and acknowledged to me that he or she executed the same for the purposes therein expressed. Given under my hand and seal of office on this , 20. Notary Public, State of Texas]3 3 To be included in separate copy of the notice required by Section 5.0143, Tex. Prop. Code, to be executed at the closing of the purchase and sale and to be recorded in the deed records of Nueces County. Purchaser Signature Page to Final Notice with Current Information of Obligation to Pay Improvement District Assessment [The undersigned seller acknowledges providing a separate copy of the notice required by Section 5.014 of the Texas Property Code including the current information required by Section 5.0143, Texas Property Code, as amended, at the closing of the purchase of the real property at the address above. DATE: DATE: SIGNATURE OF SELLER SIGNATURE OF SELLER STATE OF TEXAS COUNTY OF The foregoing instrument was acknowledged before me by and , known to me to be the person(s) whose name(s) is/are subscribed to the foregoing instrument, and acknowledged to me that he or she executed the same for the purposes therein expressed. Given under my hand and seal of office on this 20. Notary Public, State of Texas]4 4 To be included in separate copy of the notice required by Section 5.0143, Tex. Prop. Code, to be executed at the closing of the purchase and sale and to be recorded in the deed records of Nueces County. Seller Signature Page to Final Notice with Current Information of Obligation to Pay Improvement District Assessment ANNUAL INSTALLMENTS - IMPROVEMENT AREA #1 LOT TYPE 2 Installment Due 1/31 Principal Interestia1 Annual Collection Total Annual Costs Installmentsib] 2025 2026 2027 2028 2029 2030 2031 2032 2033 2034 2035 2036 2037 2038 2039 2040 2041 2042 2043 2044 2045 2046 2047 2048 2049 2050 2051 2052 2053 2054 $ 1,145.27 $ 1,216.35 $ 1,291.39 $ 1,374.32 $ 1,457.26 $ 1,548.09 $ 1,646.82 $ 1,749.50 $ 1,856.13 $ 1,974.60 $ 2,097.03 $ 2,227.35 $ 2,365.57 $ 2,511.69 $ 2,669.66 $ 2,835.53 $ 3,009.29 $ 3,198.85 $ 3,396.31 $ 3,609.57 $ 3,830.73 $ 4,071.63 $ 4,324.38 $ 4,592.92 $ 4,877.26 $ 5,181.35 $ 5,505.19 $ 5,844.82 $ 6,208.15 $ 6,595.17 $ 5,860.00 $ 5,788.76 $ 5,713.10 $ 5,632.78 $ 5,547.30 $ 5,456.66 $ 5,360.36 $ 5,257.93 $ 5,149.11 $ 5,033.66 $ 4,910.84 $ 4,780.41 $ 4,641.87 $ 4,494.73 $ 4,338.50 $ 4,172.45 $ 3,996.08 $ 3,808.90 $ 3,609.93 $ 3,398.68 $ 3,174.17 $ 2,935.89 $ 2,682.64 $ 2,413.66 $ 2,127.98 $ 1,824.62 $ 1,502.34 $ 1,159.91 $ 796.37 $ 410.22 157.97 161.13 164.35 167.64 170.99 174.41 177.90 181.46 185.08 188.79 192.56 196.41 200.34 204.35 208.44 212.60 216.86 221.19 225.62 230.13 234.73 239.43 244.22 249.10 254.08 259.16 264.35 269.63 275.03 280.53 $ 7,163.23 $ 7,166.24 $ 7,168.84 $ 7,174.74 $ 7,175.54 $ 7,179.15 $ 7,185.08 $ 7,188.88 $ 7,190.32 $ 7,197.05 $ 7,200.43 $ 7,204.17 $ 7,207.78 $ 7,210.77 $ 7,216.60 $ 7,220.58 $ 7,222.23 $ 7,228.95 $ 7,231.86 $ 7,238.38 $ 7,239.62 $ 7,246.95 $ 7,251.23 $ 7,255.68 $ 7,259.33 $ 7,265.13 $ 7,271.87 $ 7,274.37 $ 7,279.54 $ 7,285.91 Total $ 94,212.17 $ 115,979.85 $ 6,408.46 $ 216,600.48 Footnotes: [a] Interest is calculated at a 6.22% rate for illustrative purposes. [b] The figures shown above are estimates only and subject to change in Annual Service Plan Updates. Changes in Annual Collection Costs, reserve fund requirements, interest earnings, or other available offsets could increase or decrease the amounts shown. Annual Installment Schedule to Notice of Obligation to Pay Improvement District Assessment WHITECAP PUBLIC IMPROVEMENT DISTRICT NO. 1 - IMPROVEMENT AREA #1 LOT TYPE 3 BUYER DISCLOSURE NOTICE OF OBLIGATIONS RELATED TO PUBLIC IMPROVEMENT DISTRICT A person who proposes to sell or otherwise convey real property that is located in a public improvement district established under Subchapter A, Chapter 372, Local Government Code (except for public improvement districts described under Section 372.005), or Chapter 382, Local Government Code, shall first give to the purchaser of the property this written notice, signed by the seller. For the purposes of this notice, a contract for the purchase and sale of real property having a performance period of less than six months is considered a sale requiring the notice set forth below. This notice requirement does not apply to a transfer: 1) under a court order or foreclosure sale; 2) by a trustee in bankruptcy; 3) to a mortgagee by a mortgagor or successor in interest or to a beneficiary of a deed of trust by a trustor or successor in interest; 4) by a mortgagee or a beneficiary under a deed of trust who has acquired the land at a sale conducted under a power of sale under a deed of trust or a sale under a court- ordered foreclosure or has acquired the land by a deed in lieu of foreclosure; 5) by a fiduciary in the course of the administration of a decedent's estate, guardianship, conservatorship, or trust; 6) from one co-owner to another co-owner of an undivided interest in the real property; 7) to a spouse or a person in the lineal line of consanguinity of the seller; 8) to or from a governmental entity; or 9) of only a mineral interest, leasehold interest, or security interest The following notice shall be given to a prospective purchaser before the execution of a binding contract of purchase and sale, either separately or as an addendum or paragraph of a purchase contract. In the event a contract of purchase and sale is entered into without the seller having provided the required notice, the purchaser, subject to certain exceptions, is entitled to terminate the contract. A separate copy of this notice shall be executed by the seller and the purchaser and must be filed in the real property records of the county in which the property is located at the closing of the purchase and sale of the property. AFTER RECORDING' RETURN TO: NOTICE OF OBLIGATION TO PAY IMPROVEMENT DISTRICT ASSESSMENT TO CITY OF CORPUS CHRISTI, TEXAS CONCERNING THE FOLLOWING PROPERTY STREET ADDRESS IMPROVEMENT AREA #1 LOT TYPE 3 PRINCIPAL ASSESSMENT: $106,219.61 As the purchaser of the real property described above, you are obligated to pay assessments to City of Corpus Christi, Texas, for the costs of a portion of a public improvement or services project (the "Authorized Improvements") undertaken for the benefit of the property within Whitecap Public Improvement District No. 1(the 'District") created under Subchapter A, Chapter 372, Local Government Code. AN ASSESSMENT HAS BEEN LEVIED AGAINST YOUR PROPERTY FOR THE AUTHORIZED IMPROVEMENTS, WHICH MAY BE PAID IN FULL AT ANY TIME. IF THE ASSESSMENT IS NOT PAID IN FULL, IT WILL BE DUE AND PAYABLE IN ANNUAL INSTALLMENTS THAT WILL VARY FROM YEAR TO YEAR DEPENDING ON THE AMOUNT OF INTEREST PAID, COLLECTION COSTS, ADMINISTRATIVE COSTS, AND DELINQUENCY COSTS. The exact amount of the assessment may be obtained from the City of Corpus Christi. The exact amount of each annual installment will be approved each year by the Corpus Christi City Council in the annual service plan update for the District. More information about the assessments, including the amounts and due dates, may be obtained from City of Corpus Christi. Your failure to pay any assessment or any annual installment may result in penalties and interest being added to what you owe or in a lien on and the foreclosure of your property. 1 To be included in separate copy of the notice required by Section 5.0143, Tex. Prop. Code, to be executed at the closing of the purchase and sale and to be recorded in the deed records of Nueces County when updating for the Current Information of Obligation to Pay Improvement District Assessment. [The undersigned purchaser acknowledges receipt of this notice before the effective date of a binding contract for the purchase of the real property at the address described above. DATE: DATE: SIGNATURE OF PURCHASER SIGNATURE OF PURCHASER The undersigned seller acknowledges providing this notice to the potential purchaser before the effective date of a binding contract for the purchase of the real property at the address described above. DATE: DATE: SIGNATURE OF SELLER SIGNATURE OF SELLER]2 2 To be included in copy of the notice required by Section 5.014, Tex. Prop. Code, to be executed by seller in accordance with Section 5.014(a-1), Tex. Prop. Code. Signature Page to Initial Notice of Obligation to Pay Improvement District Assessment [The undersigned purchaser acknowledges receipt of this notice before the effective date of a binding contract for the purchase of the real property at the address described above. The undersigned purchaser acknowledged the receipt of this notice including the current information required by Section 5.0143, Texas Property Code, as amended. DATE: DATE: SIGNATURE OF PURCHASER SIGNATURE OF PURCHASER STATE OF TEXAS COUNTY OF The foregoing instrument was acknowledged before me by and , known to me to be the person(s) whose name(s) is/are subscribed to the foregoing instrument, and acknowledged to me that he or she executed the same for the purposes therein expressed. Given under my hand and seal of office on this , 20. Notary Public, State of Texas]3 3 To be included in separate copy of the notice required by Section 5.0143, Tex. Prop. Code, to be executed at the closing of the purchase and sale and to be recorded in the deed records of Nueces County. Purchaser Signature Page to Final Notice with Current Information of Obligation to Pay Improvement District Assessment [The undersigned seller acknowledges providing a separate copy of the notice required by Section 5.014 of the Texas Property Code including the current information required by Section 5.0143, Texas Property Code, as amended, at the closing of the purchase of the real property at the address above. DATE: DATE: SIGNATURE OF SELLER SIGNATURE OF SELLER STATE OF TEXAS COUNTY OF The foregoing instrument was acknowledged before me by and , known to me to be the person(s) whose name(s) is/are subscribed to the foregoing instrument, and acknowledged to me that he or she executed the same for the purposes therein expressed. Given under my hand and seal of office on this 20. Notary Public, State of Texas]4 4 To be included in separate copy of the notice required by Section 5.0143, Tex. Prop. Code, to be executed at the closing of the purchase and sale and to be recorded in the deed records of Nueces County. Seller Signature Page to Final Notice with Current Information of Obligation to Pay Improvement District Assessment ANNUAL INSTALLMENTS - IMPROVEMENT AREA #1 LOT TYPE 3 Installment Due 1/31 Principal I nterest[a] Annual Collection Total Annual Costs Installments[b] 2025 2026 2027 2028 2029 2030 2031 2032 2033 2034 2035 2036 2037 2038 2039 2040 2041 2042 2043 2044 2045 2046 2047 2048 2049 2050 2051 2052 2053 2054 $ 1,291.23 $ 1,371.38 $ 1,455.98 $ 1,549.48 $ 1,642.98 $ 1,745.39 $ 1,856.71 $ 1,972.47 $ 2,092.69 $ 2,226.27 $ 2,364.29 $ 2,511.23 $ 2,667.07 $ 2,831.81 $ 3,009.91 $ 3,196.92 $ 3,392.83 $ 3,606.55 $ 3,829.18 $ 4,069.61 $ 4,318.96 $ 4,590.56 $ 4,875.52 $ 5,178.29 $ 5,498.88 $ 5,841.72 $ 6,206.83 $ 6,589.75 $ 6,999.38 $ 7,435.73 $ 6,606.86 $ 6,526.54 $ 6,441.24 $ 6,350.68 $ 6,254.31 $ 6,152.11 $ 6,043.55 $ 5,928.06 $ 5,805.37 $ 5,675.21 $ 5,536.73 $ 5,389.68 $ 5,233.48 $ 5,067.59 $ 4,891.45 $ 4,704.23 $ 4,505.38 $ 4,294.35 $ 4,070.02 $ 3,831.85 $ 3,578.72 $ 3,310.08 $ 3,024.54 $ 2,721.29 $ 2,399.20 $ 2,057.17 $ 1,693.81 $ 1,307.75 $ 897.86 $ 462.50 178.10 181.66 185.30 189.00 192.78 196.64 200.57 204.58 208.67 212.85 217.10 221.45 225.88 230.39 235.00 239.70 244.49 249.38 254.37 259.46 264.65 269.94 275.34 280.85 286.46 292.19 298.04 304.00 310.08 316.28 $ 8,076.20 $ 8,079.59 $ 8,082.52 $ 8,089.17 $ 8,090.07 $ 8,094.14 $ 8,100.83 $ 8,105.12 $ 8,106.74 $ 8,114.32 $ 8,118.13 $ 8,122.35 $ 8,126.42 $ 8,129.79 $ 8,136.36 $ 8,140.85 $ 8,142.71 $ 8,150.28 $ 8,153.57 $ 8,160.92 $ 8,162.32 $ 8,170.58 $ 8,175.41 $ 8,180.43 $ 8,184.54 $ 8,191.08 $ 8,198.68 $ 8,201.49 $ 8,207.32 $ 8,214.51 Total $ 106,219.61 $ 130,761.59 $ 7,225.23 $ 244,206.43 Footnotes: [a] Interest is calculated at a 6.22% rate for illustrative purposes. [b] The figures shown above are estimates only and subject to change in Annual Service Plan Updates. Changes in Annual Collection Costs, reserve fund requirements, interest earnings, or other available offsets could increase or decrease the amounts shown. Annual Installment Schedule to Notice of Obligation to Pay Improvement District Assessment WHITECAP PUBLIC IMPROVEMENT DISTRICT NO. 1 - IMPROVEMENT AREA #1 LOT TYPE 4 BUYER DISCLOSURE NOTICE OF OBLIGATIONS RELATED TO PUBLIC IMPROVEMENT DISTRICT A person who proposes to sell or otherwise convey real property that is located in a public improvement district established under Subchapter A, Chapter 372, Local Government Code (except for public improvement districts described under Section 372.005), or Chapter 382, Local Government Code, shall first give to the purchaser of the property this written notice, signed by the seller. For the purposes of this notice, a contract for the purchase and sale of real property having a performance period of less than six months is considered a sale requiring the notice set forth below. This notice requirement does not apply to a transfer: 1) under a court order or foreclosure sale; 2) by a trustee in bankruptcy; 3) to a mortgagee by a mortgagor or successor in interest or to a beneficiary of a deed of trust by a trustor or successor in interest; 4) by a mortgagee or a beneficiary under a deed of trust who has acquired the land at a sale conducted under a power of sale under a deed of trust or a sale under a court-ordered foreclosure or has acquired the land by a deed in lieu of foreclosure; 5) by a fiduciary in the course of the administration of a decedent's estate, guardianship, conservatorship, or trust; 6) from one co-owner to another co-owner of an undivided interest in the real property; 7) to a spouse or a person in the lineal line of consanguinity of the seller; 8) to or from a governmental entity; or 9) of only a mineral interest, leasehold interest, or security interest The following notice shall be given to a prospective purchaser before the execution of a binding contract of purchase and sale, either separately or as an addendum or paragraph of a purchase contract. In the event a contract of purchase and sale is entered into without the seller having provided the required notice, the purchaser, subject to certain exceptions, is entitled to terminate the contract. A separate copy of this notice shall be executed by the seller and the purchaser and must be filed in the real property records of the county in which the property is located at the closing of the purchase and sale of the property. AFTER RECORDING' RETURN TO: NOTICE OF OBLIGATION TO PAY IMPROVEMENT DISTRICT ASSESSMENT TO CITY OF CORPUS CHRISTI, TEXAS CONCERNING THE FOLLOWING PROPERTY STREET ADDRESS IMPROVEMENT AREA #1 LOT TYPE 4 PRINCIPAL ASSESSMENT: $127,463.53 As the purchaser of the real property described above, you are obligated to pay assessments to City of Corpus Christi, Texas, for the costs of a portion of a public improvement or services project (the "Authorized Improvements") undertaken for the benefit of the property within Whitecap Public Improvement District No. 1(the 'District") created under Subchapter A, Chapter 372, Local Government Code. AN ASSESSMENT HAS BEEN LEVIED AGAINST YOUR PROPERTY FOR THE AUTHORIZED IMPROVEMENTS, WHICH MAY BE PAID IN FULL AT ANY TIME. IF THE ASSESSMENT IS NOT PAID IN FULL, IT WILL BE DUE AND PAYABLE IN ANNUAL INSTALLMENTS THAT WILL VARY FROM YEAR TO YEAR DEPENDING ON THE AMOUNT OF INTEREST PAID, COLLECTION COSTS, ADMINISTRATIVE COSTS, AND DELINQUENCY COSTS. The exact amount of the assessment may be obtained from the City of Corpus Christi. The exact amount of each annual installment will be approved each year by the Corpus Christi City Council in the annual service plan update for the District. More information about the assessments, including the amounts and due dates, may be obtained from City of Corpus Christi. Your failure to pay any assessment or any annual installment may result in penalties and interest being added to what you owe or in a lien on and the foreclosure of your property. 1 To be included in separate copy of the notice required by Section 5.0143, Tex. Prop. Code, to be executed at the closing of the purchase and sale and to be recorded in the deed records of Nueces County when updating for the Current Information of Obligation to Pay Improvement District Assessment. [The undersigned purchaser acknowledges receipt of this notice before the effective date of a binding contract for the purchase of the real property at the address described above. DATE: DATE: SIGNATURE OF PURCHASER SIGNATURE OF PURCHASER The undersigned seller acknowledges providing this notice to the potential purchaser before the effective date of a binding contract for the purchase of the real property at the address described above. DATE: DATE: SIGNATURE OF SELLER SIGNATURE OF SELLER]2 2 To be included in copy of the notice required by Section 5.014, Tex. Prop. Code, to be executed by seller in accordance with Section 5.014(a-1), Tex. Prop. Code. Signature Page to Initial Notice of Obligation to Pay Improvement District Assessment [The undersigned purchaser acknowledges receipt of this notice before the effective date of a binding contract for the purchase of the real property at the address described above. The undersigned purchaser acknowledged the receipt of this notice including the current information required by Section 5.0143, Texas Property Code, as amended. DATE: DATE: SIGNATURE OF PURCHASER SIGNATURE OF PURCHASER STATE OF TEXAS COUNTY OF The foregoing instrument was acknowledged before me by and , known to me to be the person(s) whose name(s) is/are subscribed to the foregoing instrument, and acknowledged to me that he or she executed the same for the purposes therein expressed. Given under my hand and seal of office on this , 20. Notary Public, State of Texas]3 3 To be included in separate copy of the notice required by Section 5.0143, Tex. Prop. Code, to be executed at the closing of the purchase and sale and to be recorded in the deed records of Nueces County. Purchaser Signature Page to Final Notice with Current Information of Obligation to Pay Improvement District Assessment [The undersigned seller acknowledges providing a separate copy of the notice required by Section 5.014 of the Texas Property Code including the current information required by Section 5.0143, Texas Property Code, as amended, at the closing of the purchase of the real property at the address above. DATE: DATE: SIGNATURE OF SELLER SIGNATURE OF SELLER STATE OF TEXAS COUNTY OF The foregoing instrument was acknowledged before me by and , known to me to be the person(s) whose name(s) is/are subscribed to the foregoing instrument, and acknowledged to me that he or she executed the same for the purposes therein expressed. Given under my hand and seal of office on this 20. Notary Public, State of Texas]4 4 To be included in separate copy of the notice required by Section 5.0143, Tex. Prop. Code, to be executed at the closing of the purchase and sale and to be recorded in the deed records of Nueces County. Seller Signature Page to Final Notice with Current Information of Obligation to Pay Improvement District Assessment ANNUAL INSTALLMENTS - IMPROVEMENT AREA #1 LOT TYPE 4 Installment Due 1/31 Principal I nterest[a] Annual Collection Total Annual Costs Installments[b] 2025 2026 2027 2028 2029 2030 2031 2032 2033 2034 2035 2036 2037 2038 2039 2040 2041 2042 2043 2044 2045 2046 2047 2048 2049 2050 2051 2052 2053 2054 $ 1,549.48 $ 1,645.66 $ 1,747.17 $ 1,859.38 $ 1,971.58 $ 2,094.47 $ 2,228.05 $ 2,366.97 $ 2,511.23 $ 2,671.52 $ 2,837.15 $ 3,013.47 $ 3,200.48 $ 3,398.17 $ 3,611.89 $ 3,836.30 $ 4,071.40 $ 4,327.86 $ 4,595.01 $ 4,883.54 $ 5,182.75 $ 5,508.67 $ 5,850.63 $ 6,213.95 $ 6,598.65 $ 7,010.07 $ 7,448.20 $ 7,907.70 $ 8,399.26 $ 8,922.87 $ 7,928.23 $ 7,831.85 $ 7,729.49 $ 7,620.82 $ 7,505.17 $ 7,382.53 $ 7,252.26 $ 7,113.67 $ 6,966.45 $ 6,810.25 $ 6,644.08 $ 6,467.61 $ 6,280.17 $ 6,081.10 $ 5,869.74 $ 5,645.08 $ 5,406.46 $ 5,153.22 $ 4,884.02 $ 4,598.21 $ 4,294.46 $ 3,972.09 $ 3,629.45 $ 3,265.54 $ 2,879.04 $ 2,468.60 $ 2,032.57 $ 1,569.30 $ 1,077.44 $ 555.00 213.72 218.00 222.36 226.80 231.34 235.97 240.69 245.50 250.41 255.42 260.53 265.74 271.05 276.47 282.00 287.64 293.39 299.26 305.25 311.35 317.58 323.93 330.41 337.02 343.76 350.63 357.65 364.80 372.09 379.54 $ 9,691.43 $ 9,695.51 $ 9,699.02 $ 9,707.00 $ 9,708.09 $ 9,712.97 $ 9,720.99 $ 9,726.14 $ 9,728.09 $ 9,737.19 $ 9,741.76 $ 9,746.82 $ 9,751.70 $ 9,755.75 $ 9,763.63 $ 9,769.02 $ 9,771.25 $ 9,780.34 $ 9,784.28 $ 9,793.10 $ 9,794.79 $ 9,804.70 $ 9,810.49 $ 9,816.51 $ 9,821.45 $ 9,829.30 $ 9,838.41 $ 9,841.79 $ 9,848.79 $ 9,857.41 Total $ 127,463.53 $ 156,913.91 $ 8,670.27 $ 293,047.71 Footnotes: [a] Interest is calculated at a 6.22% rate for illustrative purposes. [b] The figures shown above are estimates only and subject to change in Annual Service Plan Updates. Changes in Annual Collection Costs, reserve fund requirements, interest earnings, or other available offsets could increase or decrease the amounts shown. Annual Installment Schedule to Notice of Obligation to Pay Improvement District Assessment WHITECAP PUBLIC IMPROVEMENT DISTRICT NO. 1 - IMPROVEMENT AREA #1 LOT TYPE 5 BUYER DISCLOSURE NOTICE OF OBLIGATIONS RELATED TO PUBLIC IMPROVEMENT DISTRICT A person who proposes to sell or otherwise convey real property that is located in a public improvement district established under Subchapter A, Chapter 372, Local Government Code (except for public improvement districts described under Section 372.005), or Chapter 382, Local Government Code, shall first give to the purchaser of the property this written notice, signed by the seller. For the purposes of this notice, a contract for the purchase and sale of real property having a performance period of less than six months is considered a sale requiring the notice set forth below. This notice requirement does not apply to a transfer: 1) under a court order or foreclosure sale; 2) by a trustee in bankruptcy; 3) to a mortgagee by a mortgagor or successor in interest or to a beneficiary of a deed of trust by a trustor or successor in interest; 4) by a mortgagee or a beneficiary under a deed of trust who has acquired the land at a sale conducted under a power of sale under a deed of trust or a sale under a court-ordered foreclosure or has acquired the land by a deed in lieu of foreclosure; 5) by a fiduciary in the course of the administration of a decedent's estate, guardianship, conservatorship, or trust; 6) from one co-owner to another co-owner of an undivided interest in the real property; 7) to a spouse or a person in the lineal line of consanguinity of the seller; 8) to or from a governmental entity; or 9) of only a mineral interest, leasehold interest, or security interest The following notice shall be given to a prospective purchaser before the execution of a binding contract of purchase and sale, either separately or as an addendum or paragraph of a purchase contract. In the event a contract of purchase and sale is entered into without the seller having provided the required notice, the purchaser, subject to certain exceptions, is entitled to terminate the contract. A separate copy of this notice shall be executed by the seller and the purchaser and must be filed in the real property records of the county in which the property is located at the closing of the purchase and sale of the property. AFTER RECORDING' RETURN TO: NOTICE OF OBLIGATION TO PAY IMPROVEMENT DISTRICT ASSESSMENT TO CITY OF CORPUS CHRISTI, TEXAS CONCERNING THE FOLLOWING PROPERTY STREET ADDRESS IMPROVEMENT AREA #1 LOT TYPE 5 PRINCIPAL ASSESSMENT: $138,547.31 As the purchaser of the real property described above, you are obligated to pay assessments to City of Corpus Christi, Texas, for the costs of a portion of a public improvement or services project (the "Authorized Improvements") undertaken for the benefit of the property within Whitecap Public Improvement District No. 1(the 'District") created under Subchapter A, Chapter 372, Local Government Code. AN ASSESSMENT HAS BEEN LEVIED AGAINST YOUR PROPERTY FOR THE AUTHORIZED IMPROVEMENTS, WHICH MAY BE PAID IN FULL AT ANY TIME. IF THE ASSESSMENT IS NOT PAID IN FULL, IT WILL BE DUE AND PAYABLE IN ANNUAL INSTALLMENTS THAT WILL VARY FROM YEAR TO YEAR DEPENDING ON THE AMOUNT OF INTEREST PAID, COLLECTION COSTS, ADMINISTRATIVE COSTS, AND DELINQUENCY COSTS. The exact amount of the assessment may be obtained from the City of Corpus Christi. The exact amount of each annual installment will be approved each year by the Corpus Christi City Council in the annual service plan update for the District. More information about the assessments, including the amounts and due dates, may be obtained from City of Corpus Christi. Your failure to pay any assessment or any annual installment may result in penalties and interest being added to what you owe or in a lien on and the foreclosure of your property. 1 To be included in separate copy of the notice required by Section 5.0143, Tex. Prop. Code, to be executed at the closing of the purchase and sale and to be recorded in the deed records of Nueces County when updating for the Current Information of Obligation to Pay Improvement District Assessment. [The undersigned purchaser acknowledges receipt of this notice before the effective date of a binding contract for the purchase of the real property at the address described above. DATE: DATE: SIGNATURE OF PURCHASER SIGNATURE OF PURCHASER The undersigned seller acknowledges providing this notice to the potential purchaser before the effective date of a binding contract for the purchase of the real property at the address described above. DATE: DATE: SIGNATURE OF SELLER SIGNATURE OF SELLER]2 2 To be included in copy of the notice required by Section 5.014, Tex. Prop. Code, to be executed by seller in accordance with Section 5.014(a-1), Tex. Prop. Code. Signature Page to Initial Notice of Obligation to Pay Improvement District Assessment [The undersigned purchaser acknowledges receipt of this notice before the effective date of a binding contract for the purchase of the real property at the address described above. The undersigned purchaser acknowledged the receipt of this notice including the current information required by Section 5.0143, Texas Property Code, as amended. DATE: DATE: SIGNATURE OF PURCHASER SIGNATURE OF PURCHASER STATE OF TEXAS COUNTY OF The foregoing instrument was acknowledged before me by and , known to me to be the person(s) whose name(s) is/are subscribed to the foregoing instrument, and acknowledged to me that he or she executed the same for the purposes therein expressed. Given under my hand and seal of office on this , 20. Notary Public, State of Texas]3 3 To be included in separate copy of the notice required by Section 5.0143, Tex. Prop. Code, to be executed at the closing of the purchase and sale and to be recorded in the deed records of Nueces County. Purchaser Signature Page to Final Notice with Current Information of Obligation to Pay Improvement District Assessment [The undersigned seller acknowledges providing a separate copy of the notice required by Section 5.014 of the Texas Property Code including the current information required by Section 5.0143, Texas Property Code, as amended, at the closing of the purchase of the real property at the address above. DATE: DATE: SIGNATURE OF SELLER SIGNATURE OF SELLER STATE OF TEXAS COUNTY OF The foregoing instrument was acknowledged before me by and , known to me to be the person(s) whose name(s) is/are subscribed to the foregoing instrument, and acknowledged to me that he or she executed the same for the purposes therein expressed. Given under my hand and seal of office on this 20. Notary Public, State of Texas]4 4 To be included in separate copy of the notice required by Section 5.0143, Tex. Prop. Code, to be executed at the closing of the purchase and sale and to be recorded in the deed records of Nueces County. Seller Signature Page to Final Notice with Current Information of Obligation to Pay Improvement District Assessment ANNUAL INSTALLMENTS - IMPROVEMENT AREA #1 LOT TYPE 5 Installment Due 1/31 Principal I nterestEa1 Annual Collection Total Annual Costs InstallmentsEbi 2025 2026 2027 2028 2029 2030 2031 2032 2033 2034 2035 2036 2037 2038 2039 2040 2041 2042 2043 2044 2045 2046 2047 2048 2049 2050 2051 2052 2053 2054 $ 1,684.22 $ 1,788.76 $ 1,899.10 $ 2,021.06 $ 2,143.02 $ 2,276.60 $ 2,421.79 $ 2,572.79 $ 2,729.60 $ 2,903.83 $ 3,083.86 $ 3,275.51 $ 3,478.78 $ 3,693.67 $ 3,925.97 $ 4,169.89 $ 4,425.43 $ 4,704.20 $ 4,994.58 $ 5,308.19 $ 5,633.42 $ 5,987.69 $ 6,359.38 $ 6,754.30 $ 7,172.45 $ 7,619.64 $ 8,095.86 $ 8,595.32 $ 9,129.63 $ 9,698.78 $ 8,617.64 $ 8,512.88 $ 8,401.62 $ 8,283.50 $ 8,157.79 $ 8,024.49 $ 7,882.89 $ 7,732.25 $ 7,572.23 $ 7,402.45 $ 7,221.83 $ 7,030.01 $ 6,826.27 $ 6,609.89 $ 6,380.15 $ 6,135.95 $ 5,876.59 $ 5,601.32 $ 5,308.72 $ 4,998.06 $ 4,667.89 $ 4,317.49 $ 3,945.06 $ 3,549.50 $ 3,129.39 $ 2,683.26 $ 2,209.32 $ 1,705.76 $ 1,171.13 $ 603.26 232.31 236.95 241.69 246.53 251.46 256.48 261.61 266.85 272.18 277.63 283.18 288.84 294.62 300.51 306.52 312.65 318.91 325.28 331.79 338.43 345.19 352.10 359.14 366.32 373.65 381.12 388.75 396.52 404.45 412.54 $ 10,534.17 $ 10,538.59 $ 10,542.42 $ 10,551.09 $ 10,552.27 $ 10,557.58 $ 10,566.29 $ 10,571.89 $ 10,574.01 $ 10,583.90 $ 10,588.87 $ 10,594.37 $ 10,599.68 $ 10,604.07 $ 10,612.64 $ 10,618.50 $ 10,620.92 $ 10,630.80 $ 10,635.09 $ 10,644.68 $ 10,646.51 $ 10,657.28 $ 10,663.57 $ 10,670.12 $ 10,675.48 $ 10,684.02 $ 10,693.93 $ 10,697.60 $ 10,705.20 $ 10,714.58 Total $ 138,547.31 $ 170,558.60 $ 9,424.21 $ 318,530.12 Footnotes: [a] Interest is calculated at a 6.22% rate for illustrative purposes. [b] The figures shown above are estimates only and subject to change in Annual Service Plan Updates. Changes in Annual Collection Costs, reserve fund requirements, interest earnings, or other available offsets could increase or decrease the amounts shown. Annual Installment Schedule to Notice of Obligation to Pay Improvement District Assessment WHITECAP PUBLIC IMPROVEMENT DISTRICT NO. 1 - IMPROVEMENT AREA #1 LOT TYPE 6 BUYER DISCLOSURE NOTICE OF OBLIGATIONS RELATED TO PUBLIC IMPROVEMENT DISTRICT A person who proposes to sell or otherwise convey real property that is located in a public improvement district established under Subchapter A, Chapter 372, Local Government Code (except for public improvement districts described under Section 372.005), or Chapter 382, Local Government Code, shall first give to the purchaser of the property this written notice, signed by the seller. For the purposes of this notice, a contract for the purchase and sale of real property having a performance period of less than six months is considered a sale requiring the notice set forth below. This notice requirement does not apply to a transfer: 1) under a court order or foreclosure sale; 2) by a trustee in bankruptcy; 3) to a mortgagee by a mortgagor or successor in interest or to a beneficiary of a deed of trust by a trustor or successor in interest; 4) by a mortgagee or a beneficiary under a deed of trust who has acquired the land at a sale conducted under a power of sale under a deed of trust or a sale under a court-ordered foreclosure or has acquired the land by a deed in lieu of foreclosure; 5) by a fiduciary in the course of the administration of a decedent's estate, guardianship, conservatorship, or trust; 6) from one co-owner to another co-owner of an undivided interest in the real property; 7) to a spouse or a person in the lineal line of consanguinity of the seller; 8) to or from a governmental entity; or 9) of only a mineral interest, leasehold interest, or security interest The following notice shall be given to a prospective purchaser before the execution of a binding contract of purchase and sale, either separately or as an addendum or paragraph of a purchase contract. In the event a contract of purchase and sale is entered into without the seller having provided the required notice, the purchaser, subject to certain exceptions, is entitled to terminate the contract. A separate copy of this notice shall be executed by the seller and the purchaser and must be filed in the real property records of the county in which the property is located at the closing of the purchase and sale of the property. AFTER RECORDING' RETURN TO: NOTICE OF OBLIGATION TO PAY IMPROVEMENT DISTRICT ASSESSMENT TO CITY OF CORPUS CHRISTI, TEXAS CONCERNING THE FOLLOWING PROPERTY STREET ADDRESS IMPROVEMENT AREA #1 LOT TYPE 6 PRINCIPAL ASSESSMENT: $166,256.78 As the purchaser of the real property described above, you are obligated to pay assessments to City of Corpus Christi, Texas, for the costs of a portion of a public improvement or services project (the "Authorized Improvements") undertaken for the benefit of the property within Whitecap Public Improvement District No. 1(the 'District") created under Subchapter A, Chapter 372, Local Government Code. AN ASSESSMENT HAS BEEN LEVIED AGAINST YOUR PROPERTY FOR THE AUTHORIZED IMPROVEMENTS, WHICH MAY BE PAID IN FULL AT ANY TIME. IF THE ASSESSMENT IS NOT PAID IN FULL, IT WILL BE DUE AND PAYABLE IN ANNUAL INSTALLMENTS THAT WILL VARY FROM YEAR TO YEAR DEPENDING ON THE AMOUNT OF INTEREST PAID, COLLECTION COSTS, ADMINISTRATIVE COSTS, AND DELINQUENCY COSTS. The exact amount of the assessment may be obtained from the City of Corpus Christi. The exact amount of each annual installment will be approved each year by the Corpus Christi City Council in the annual service plan update for the District. More information about the assessments, including the amounts and due dates, may be obtained from City of Corpus Christi. Your failure to pay any assessment or any annual installment may result in penalties and interest being added to what you owe or in a lien on and the foreclosure of your property. 1 To be included in separate copy of the notice required by Section 5.0143, Tex. Prop. Code, to be executed at the closing of the purchase and sale and to be recorded in the deed records of Nueces County when updating for the Current Information of Obligation to Pay Improvement District Assessment. [The undersigned purchaser acknowledges receipt of this notice before the effective date of a binding contract for the purchase of the real property at the address described above. DATE: DATE: SIGNATURE OF PURCHASER SIGNATURE OF PURCHASER The undersigned seller acknowledges providing this notice to the potential purchaser before the effective date of a binding contract for the purchase of the real property at the address described above. DATE: DATE: SIGNATURE OF SELLER SIGNATURE OF SELLER]2 2 To be included in copy of the notice required by Section 5.014, Tex. Prop. Code, to be executed by seller in accordance with Section 5.014(a-1), Tex. Prop. Code. Signature Page to Initial Notice of Obligation to Pay Improvement District Assessment [The undersigned purchaser acknowledges receipt of this notice before the effective date of a binding contract for the purchase of the real property at the address described above. The undersigned purchaser acknowledged the receipt of this notice including the current information required by Section 5.0143, Texas Property Code, as amended. DATE: DATE: SIGNATURE OF PURCHASER SIGNATURE OF PURCHASER STATE OF TEXAS COUNTY OF The foregoing instrument was acknowledged before me by and , known to me to be the person(s) whose name(s) is/are subscribed to the foregoing instrument, and acknowledged to me that he or she executed the same for the purposes therein expressed. Given under my hand and seal of office on this , 20. Notary Public, State of Texas]3 3 To be included in separate copy of the notice required by Section 5.0143, Tex. Prop. Code, to be executed at the closing of the purchase and sale and to be recorded in the deed records of Nueces County. Purchaser Signature Page to Final Notice with Current Information of Obligation to Pay Improvement District Assessment [The undersigned seller acknowledges providing a separate copy of the notice required by Section 5.014 of the Texas Property Code including the current information required by Section 5.0143, Texas Property Code, as amended, at the closing of the purchase of the real property at the address above. DATE: DATE: SIGNATURE OF SELLER SIGNATURE OF SELLER STATE OF TEXAS COUNTY OF The foregoing instrument was acknowledged before me by and , known to me to be the person(s) whose name(s) is/are subscribed to the foregoing instrument, and acknowledged to me that he or she executed the same for the purposes therein expressed. Given under my hand and seal of office on this 20. Notary Public, State of Texas]4 4 To be included in separate copy of the notice required by Section 5.0143, Tex. Prop. Code, to be executed at the closing of the purchase and sale and to be recorded in the deed records of Nueces County. Seller Signature Page to Final Notice with Current Information of Obligation to Pay Improvement District Assessment ANNUAL INSTALLMENTS - IMPROVEMENT AREA #1 LOT TYPE 6 Installment Due 1/31 Principal I nterest[a] Annual Collection Total Annual Costs Installments[b] 2025 2026 2027 2028 2029 2030 2031 2032 2033 2034 2035 2036 2037 2038 2039 2040 2041 2042 2043 2044 2045 2046 2047 2048 2049 2050 2051 2052 2053 2054 $ 2,021.06 $ 2,146.51 $ 2,278.92 $ 2,425.27 $ 2,571.63 $ 2,731.92 $ 2,906.15 $ 3,087.35 $ 3,275.51 $ 3,484.59 $ 3,700.63 $ 3,930.62 $ 4,174.54 $ 4,432.40 $ 4,711.17 $ 5,003.87 $ 5,310.52 $ 5,645.04 $ 5,993.50 $ 6,369.83 $ 6,760.11 $ 7,185.23 $ 7,631.25 $ 8,105.16 $ 8,606.94 $ 9,143.57 $ 9,715.04 $ 10,314.39 $ 10,955.55 $ 11,638.53 $ 10,341.17 $ 10,215.46 $ 10,081.95 $ 9,940.20 $ 9,789.35 $ 9,629.39 $ 9,459.47 $ 9,278.70 $ 9,086.67 $ 8,882.93 $ 8,666.19 $ 8,436.01 $ 8,191.53 $ 7,931.87 $ 7,656.18 $ 7,363.14 $ 7,051.90 $ 6,721.59 $ 6,370.47 $ 5,997.67 $ 5,601.47 $ 5,180.99 $ 4,734.07 $ 4,259.40 $ 3,755.26 $ 3,219.91 $ 2,651.18 $ 2,046.91 $ 1,405.35 $ 723.92 278.77 284.34 290.03 295.83 301.75 307.78 313.94 320.22 326.62 333.15 339.82 346.61 353.54 360.62 367.83 375.18 382.69 390.34 398.15 406.11 414.23 422.52 430.97 439.59 448.38 457.35 466.49 475.82 485.34 495.05 $ 12,641.00 $ 12,646.31 $ 12,650.90 $ 12,661.30 $ 12,662.72 $ 12,669.09 $ 12,679.55 $ 12,686.27 $ 12,688.81 $ 12,700.68 $ 12,706.64 $ 12,713.24 $ 12,719.61 $ 12,724.89 $ 12,735.17 $ 12,742.20 $ 12,745.11 $ 12,756.97 $ 12,762.11 $ 12,773.61 $ 12,775.81 $ 12,788.73 $ 12,796.29 $ 12,804.15 $ 12,810.58 $ 12,820.82 $ 12,832.71 $ 12,837.12 $ 12,846.24 $ 12,857.50 Total $ 166,256.78 $ 204,670.32 $ 11,309.05 $ 382,236.15 Footnotes: [a] Interest is calculated at a 6.22% rate for illustrative purposes. [b] The figures shown above are estimates only and subject to change in Annual Service Plan Updates. Changes in Annual Collection Costs, reserve fund requirements, interest earnings, or other available offsets could increase or decrease the amounts shown. Annual Installment Schedule to Notice of Obligation to Pay Improvement District Assessment WHITECAP PUBLIC IMPROVEMENT DISTRICT NO. 1 - IMPROVEMENT AREA #1 LOT TYPE 7 BUYER DISCLOSURE NOTICE OF OBLIGATIONS RELATED TO PUBLIC IMPROVEMENT DISTRICT A person who proposes to sell or otherwise convey real property that is located in a public improvement district established under Subchapter A, Chapter 372, Local Government Code (except for public improvement districts described under Section 372.005), or Chapter 382, Local Government Code, shall first give to the purchaser of the property this written notice, signed by the seller. For the purposes of this notice, a contract for the purchase and sale of real property having a performance period of less than six months is considered a sale requiring the notice set forth below. This notice requirement does not apply to a transfer: 1) under a court order or foreclosure sale; 2) by a trustee in bankruptcy; 3) to a mortgagee by a mortgagor or successor in interest or to a beneficiary of a deed of trust by a trustor or successor in interest; 4) by a mortgagee or a beneficiary under a deed of trust who has acquired the land at a sale conducted under a power of sale under a deed of trust or a sale under a court-ordered foreclosure or has acquired the land by a deed in lieu of foreclosure; 5) by a fiduciary in the course of the administration of a decedent's estate, guardianship, conservatorship, or trust; 6) from one co-owner to another co-owner of an undivided interest in the real property; 7) to a spouse or a person in the lineal line of consanguinity of the seller; 8) to or from a governmental entity; or 9) of only a mineral interest, leasehold interest, or security interest The following notice shall be given to a prospective purchaser before the execution of a binding contract of purchase and sale, either separately or as an addendum or paragraph of a purchase contract. In the event a contract of purchase and sale is entered into without the seller having provided the required notice, the purchaser, subject to certain exceptions, is entitled to terminate the contract. A separate copy of this notice shall be executed by the seller and the purchaser and must be filed in the real property records of the county in which the property is located at the closing of the purchase and sale of the property. AFTER RECORDING' RETURN TO: NOTICE OF OBLIGATION TO PAY IMPROVEMENT DISTRICT ASSESSMENT TO CITY OF CORPUS CHRISTI, TEXAS CONCERNING THE FOLLOWING PROPERTY STREET ADDRESS IMPROVEMENT AREA #1 LOT TYPE 7 PRINCIPAL ASSESSMENT: $221,675.70 As the purchaser of the real property described above, you are obligated to pay assessments to City of Corpus Christi, Texas, for the costs of a portion of a public improvement or services project (the "Authorized Improvements") undertaken for the benefit of the property within Whitecap Public Improvement District No. 1(the 'District") created under Subchapter A, Chapter 372, Local Government Code. AN ASSESSMENT HAS BEEN LEVIED AGAINST YOUR PROPERTY FOR THE AUTHORIZED IMPROVEMENTS, WHICH MAY BE PAID IN FULL AT ANY TIME. IF THE ASSESSMENT IS NOT PAID IN FULL, IT WILL BE DUE AND PAYABLE IN ANNUAL INSTALLMENTS THAT WILL VARY FROM YEAR TO YEAR DEPENDING ON THE AMOUNT OF INTEREST PAID, COLLECTION COSTS, ADMINISTRATIVE COSTS, AND DELINQUENCY COSTS. The exact amount of the assessment may be obtained from the City of Corpus Christi. The exact amount of each annual installment will be approved each year by the Corpus Christi City Council in the annual service plan update for the District. More information about the assessments, including the amounts and due dates, may be obtained from City of Corpus Christi. Your failure to pay any assessment or any annual installment may result in penalties and interest being added to what you owe or in a lien on and the foreclosure of your property. 1 To be included in separate copy of the notice required by Section 5.0143, Tex. Prop. Code, to be executed at the closing of the purchase and sale and to be recorded in the deed records of Nueces County when updating for the Current Information of Obligation to Pay Improvement District Assessment. [The undersigned purchaser acknowledges receipt of this notice before the effective date of a binding contract for the purchase of the real property at the address described above. DATE: DATE: SIGNATURE OF PURCHASER SIGNATURE OF PURCHASER The undersigned seller acknowledges providing this notice to the potential purchaser before the effective date of a binding contract for the purchase of the real property at the address described above. DATE: DATE: SIGNATURE OF SELLER SIGNATURE OF SELLER]2 2 To be included in copy of the notice required by Section 5.014, Tex. Prop. Code, to be executed by seller in accordance with Section 5.014(a-1), Tex. Prop. Code. Signature Page to Initial Notice of Obligation to Pay Improvement District Assessment [The undersigned purchaser acknowledges receipt of this notice before the effective date of a binding contract for the purchase of the real property at the address described above. The undersigned purchaser acknowledged the receipt of this notice including the current information required by Section 5.0143, Texas Property Code, as amended. DATE: DATE: SIGNATURE OF PURCHASER SIGNATURE OF PURCHASER STATE OF TEXAS COUNTY OF The foregoing instrument was acknowledged before me by and , known to me to be the person(s) whose name(s) is/are subscribed to the foregoing instrument, and acknowledged to me that he or she executed the same for the purposes therein expressed. Given under my hand and seal of office on this , 20. Notary Public, State of Texas]3 3 To be included in separate copy of the notice required by Section 5.0143, Tex. Prop. Code, to be executed at the closing of the purchase and sale and to be recorded in the deed records of Nueces County. Purchaser Signature Page to Final Notice with Current Information of Obligation to Pay Improvement District Assessment [The undersigned seller acknowledges providing a separate copy of the notice required by Section 5.014 of the Texas Property Code including the current information required by Section 5.0143, Texas Property Code, as amended, at the closing of the purchase of the real property at the address above. DATE: DATE: SIGNATURE OF SELLER SIGNATURE OF SELLER STATE OF TEXAS COUNTY OF The foregoing instrument was acknowledged before me by and , known to me to be the person(s) whose name(s) is/are subscribed to the foregoing instrument, and acknowledged to me that he or she executed the same for the purposes therein expressed. Given under my hand and seal of office on this 20. Notary Public, State of Texas]4 4 To be included in separate copy of the notice required by Section 5.0143, Tex. Prop. Code, to be executed at the closing of the purchase and sale and to be recorded in the deed records of Nueces County. Seller Signature Page to Final Notice with Current Information of Obligation to Pay Improvement District Assessment ANNUAL INSTALLMENTS - IMPROVEMENT AREA #1 LOT TYPE 7 Installment Due 1/31 Principal I nterestEa1 Annual Collection Total Annual Costs Installmentsib] 2025 2026 2027 2028 2029 2030 2031 2032 2033 2034 2035 2036 2037 2038 2039 2040 2041 2042 2043 2044 2045 2046 2047 2048 2049 2050 2051 2052 2053 2054 $ 2,694.75 $ 2,862.01 $ 3,038.56 $ 3,233.70 $ 3,428.84 $ 3,642.56 $ 3,874.86 $ 4,116.46 $ 4,367.35 $ 4,646.12 $ 4,934.18 $ 5,240.82 $ 5,566.05 $ 5,909.87 $ 6,281.55 $ 6,671.83 $ 7,080.69 $ 7,526.72 $ 7,991.33 $ 8,493.11 $ 9,013.47 $ 9,580.30 $ 10,175.00 $ 10,806.88 $ 11,475.92 $ 12,191.42 $ 12,953.38 $ 13,752.52 $ 14,607.40 $ 15,518.04 $ 13,788.23 $ 13,620.62 $ 13,442.60 $ 13,253.60 $ 13,052.46 $ 12,839.19 $ 12,612.62 $ 12,371.61 $ 12,115.56 $ 11,843.91 $ 11,554.92 $ 11,248.02 $ 10,922.04 $ 10,575.83 $ 10,208.24 $ 9,817.52 $ 9,402.54 $ 8,962.12 $ 8,493.96 $ 7,996.90 $ 7,468.62 $ 6,907.99 $ 6,312.09 $ 5,679.21 $ 5,007.02 $ 4,293.22 $ 3,534.91 $ 2,729.21 $ 1,873.80 $ 965.22 371.69 379.12 386.71 394.44 402.33 410.38 418.58 426.95 435.49 444.20 453.09 462.15 471.39 480.82 490.44 500.25 510.25 520.46 530.86 541.48 552.31 563.36 574.62 586.12 597.84 609.80 621.99 634.43 647.12 660.06 $ 16,854.67 $ 16,861.75 $ 16,867.87 $ 16,881.74 $ 16,883.63 $ 16,892.12 $ 16,906.07 $ 16,915.02 $ 16,918.41 $ 16,934.24 $ 16,942.19 $ 16,950.99 $ 16,959.48 $ 16,966.52 $ 16,980.23 $ 16,989.60 $ 16,993.47 $ 17,009.29 $ 17,016.15 $ 17,031.49 $ 17,034.41 $ 17,051.64 $ 17,061.72 $ 17,072.20 $ 17,080.78 $ 17,094.43 $ 17,110.29 $ 17,116.16 $ 17,128.33 $ 17,143.33 Total $ 221,675.70 $ 272,893.76 $ 15,078.73 $ 509,648.19 Footnotes: [a] Interest is calculated at a 6.22% rate for illustrative purposes. [b] The figures shown above are estimates only and subject to change in Annual Service Plan Updates. Changes in Annual Collection Costs, reserve fund requirements, interest earnings, or other available offsets could increase or decrease the amounts shown. Annual Installment Schedule to Notice of Obligation to Pay Improvement District Assessment PID Reimbursement Agreement Whitecap Public Improvement District No. 1 This PID Reimbursement Agreement (this "Agreement") is entered into by Ashlar Interests, LLC (the "Developer") and the City of Corpus Christi Texas (the "City"), to be effective , 20, (the "Effective Date"). The Developer and the City are individually referred to as a "Party" and collectively as the "Parties." SECTION 1. RECITALS 1.1 WHEREAS, capitalized terms used in this Agreement shall have the meanings given to them in Section 2; 1.2 WHEREAS, unless otherwise defined: (1) all references to "sections" shall mean sections of this Agreement; (2) all references to "exhibits" shall mean exhibits to this Agreement which are incorporated as part of this Agreement for all purposes; and (3) all references to "ordinances" or "resolutions" shall mean ordinances or resolutions adopted by the City Council; 1.3 WHEREAS, the Developer is a Texas limited liability company; 1.4 WHEREAS, the City is a Texas home -rule municipality; 1.5 WHEREAS, on May 17, 2022, the City Council passed and approved the PID Creation Resolution authorizing the creation of the PID pursuant to the Act, covering approximately 242.011 contiguous acres within the City's corporate limits, which land is described in the PID Creation Resolution; 1.6 WHEREAS, on February 20, 2024, the City Council passed and approved an Assessment Ordinance related to Improvement Area #1 of the PID; 1.7 WHEREAS, the City Council expects to pass and approve additional Assessment Ordinances related to other phases of development in the PID in the future as such phases are developed; 1.8 WHEREAS, each Assessment Ordinance approves the SAP, including each Assessment Roll attached thereto; Page 1 1156.011\801090.6 1.9 WHEREAS, the SAP identifies Authorized Improvements to be designed, constructed, and installed by or at the direction of the Parties that confer a special benefit on the Assessed Property; 1.10 WHEREAS, the SAP sets forth the Actual Costs of the Authorized Improvements; 1.11 WHEREAS, the Assessed Property is being developed in phases or "Improvement Areas;" 1.12 WHEREAS, this Agreement shall apply to all Improvement Areas and no additional reimbursement agreement shall be required for Improvement Areas to be developed in the future following the initial phase of development constituting "Improvement Area #1"; 1.13 WHEREAS, the SAP determines and apportions the Actual Costs of the Authorized Improvements to the Assessed Property, which Actual Costs represent the special benefit that the Authorized Improvements confer upon the Assessed Property as required by the Act; 1.14 WHEREAS, in each Assessment Ordinance the City levied or expects to levy a portion of the Actual Costs of the Authorized Improvements as Assessments against the Assessed Property in the amounts set forth on the Assessment Roll(s); 1.15 WHEREAS, Assessments, including the Annual Installments thereof, are or will be due and payable once levied as described in the SAP; 1.16 WHEREAS, Assessments, including the Annual Installments thereof, shall be billed and collected by the City or its designee; 1.17 WHEREAS, the Parties agree the City's obligations to reimburse the Developer for Actual Costs of Authorized Improvements constructed for the benefit of any Improvement Area are: (1) contingent upon the City levying Assessments against property within such Improvement Area benefitting from the Authorized Improvements, (2) payable solely from the Assessments, including the Annual Installments of such Assessments, collected from Assessed Property within such Improvement Area, and (3) not due and owing unless and until the City actually adopts an Assessment Ordinance levying such Assessments; 1.18 WHEREAS, Assessment Revenue from the collection of Assessments, including the Annual Installments thereof, shall be deposited (1) as provided in the applicable Indenture if PID Bonds secured by such Assessments are issued, or (2) into the PID Reimbursement Fund if no such PID Bonds are issued or none of such PID Bonds remain outstanding; Page 2 1156.011\801090.6 1.19 WHEREAS, Bond Proceeds shall be deposited as provided in the applicable Indenture; 1.20 WHEREAS, a PID Project Fund related to each series of PID Bonds shall only be used in the manner set forth in the applicable Indenture; 1.21 WHEREAS, this Agreement is a "reimbursement agreement" authorized by Section 372.023(d)(1) of the Act; 1.22 WHEREAS, the foregoing RECITALS: (1) are part of this Agreement for all purposes; (2) are true and correct; (3) create obligations of the Parties (unless otherwise stated therein or in the body of this Agreement), and (4) each Party has relied upon such Recitals, each of which are incorporated as part of this Agreement for all purposes, in entering into this Agreement; and 1.23 WHEREAS, all resolutions and ordinances referenced in this Agreement (e.g., the PID Creation Resolution, Development Agreement, and each Assessment Ordinance), together with all other documents referenced in this Agreement (e.g., the SAP and each Indenture), are incorporated as part of this Agreement for all purposes as if such resolutions, ordinances, and other documents were set forth in their entirety in or as exhibits to this Agreement. NOW THEREFORE, for and in consideration of the mutual obligations of the Parties set forth in this Agreement, the Parties agree as follows: SECTION 2. DEFINITIONS 2.1 "Act" is defined as Chapter 372, Texas Local Government Code, as amended. 2.2 "Actual Costs" are defined in the SAP. 2.3 "Administrator" is defined in the SAP. 2.4 "Agreement" is defined in the introductory paragraph. 2.5 "Annual Collection Costs" are defined in the SAP. 2.6 "Annual Installment" is defined in the SAP. 2.7 "Applicable Laws" means the Act and all other laws or statutes, rules, or regulations of the State of Texas or the United States, as the same may be amended, by which the City and its powers, securities, operations, and procedures are, or may be, governed or from which its powers may be derived. Page 3 1156.011\801090.6 2.8 "Assessed Property" is defined in the SAP. 2.9 "Assessment" is defined in the SAP. 2.10 "Assessment Ordinance" is defined in the SAP. 2.11 "Assessment Revenue" means the revenues actually received by or on behalf of the City from any one or more of the following: (1) an Assessment levied against Assessed Property, or Annual Installment payment thereof, including any interest on such Assessment or Annual Installment during any period of delinquency, (2) a Prepayment, and (3) foreclosure proceeds. 2.12 "Assessment Roll" is defined in the SAP. 2.13 "Authorized Improvements" are defined in the SAP. 2.14 "Bond Proceeds" mean the proceeds derived from the issuance and sale of [a series of] PID Bonds that are deposited and made available to pay Actual Costs in accordance with the applicable Indenture. 2.15 "Certificate for Payment" means a certificate (substantially in the form of Exhibit A or as otherwise approved by the Developer and the City Representative) executed by a representative of the Developer and approved by a City Representative, delivered to a City Representative (and/or, if applicable, to the trustee named in any applicable Indenture), specifying the work performed and the amount charged (including materials and labor costs) for Actual Costs, and requesting payment of such amount from the appropriate fund or funds. Each certificate shall include supporting documentation in the standard form for City construction projects and evidence that each Authorized Improvement (or its completed segment) covered by the certificate has been inspected by the City. 2.16 "Change Order" is defined in Section 3.12. 2.17 "City" is defined in the introductory paragraph. 2.18 "City Council" means the governing body of the City. 2.19 "City Representative" means any person authorized by the City Council to undertake the actions referenced herein. 2.20 "Closing Disbursement Request" means a request in the form of Exhibit B or as otherwise approved by the Parties. Page 4 1156.011\801090.6 2.21 "Commitment" is defined in Section 3.10. 2.22 "Cost Underrun" is defined in Section 3.11. 2.23 "County" is defined in the SAP. 2.24 "Default" is defined in Section 4.8.1. 2.25 "Delinquent Collection Costs" are defined in the SAP. 2.26 "Developer" is defined in the introductory paragraph. 2.27 "Developer Advances" mean advances made by the Developer to pay Actual Costs. 2.28 "Developer Improvement Account" means an account of the PID Project Fund which may be created and established under the applicable Indenture (and segregated from all other funds contained in the PID Project Fund) into which the City deposits, or directs the applicable trustee to deposit, any funds received from the Developer as required under such Indenture. 2.29 "Development Agreement" is defined in the SAP. 2.30 "Effective Date" is defined in the introductory paragraph. 2.31 "Failure" is defined in Section 4.8.1. 2.32 "Improvement Area" is a phase of development defined and described by metes and bounds in the SAP.. 2.33 "Improvement Area #1" is defined in the SAP. 2.34 "Indenture" means the applicable trust indenture pursuant to which PID Bonds are issued. 2.35 "Maturity Date" is the date one year after the last Annual Installment is collected. 2.36 "Party" and "Parties" are defined in the introductory paragraph. 2.37 "PID" is defined as the Whitecap Public Improvement District No. 1, created by the PID Creation Resolution. 2.38 "PID Bonds" are defined in the SAP. 2.39 "PID Creation Resolution" is defined as Resolution No. 032761 passed and approved by the City Council on May 17, 2022, and recorded in the official public records of Nueces County, Texas, as Instrument No. 2022024701 on May 20, 2022. Page 5 1156.011\801090.6 2.40 "PID Pledged Revenue Fund" means, collectively, the fund established by the City under each applicable Indenture (and segregated from all other funds of the City) into which the City deposits Assessment Revenue securing PID Bonds issued and still outstanding. 2.41 "PID Project Fund" means, collectively, the fund, including all accounts created within such fund, established by the City under each applicable Indenture (and segregated from all other funds of the City) into which the City deposits Bond Proceeds in the amounts and as described in the applicable Indenture. 2.42 "PID Reimbursement Fund" means the fund, including all accounts created within such fund to designate Assessment Revenues collected from each Improvement Area, to be established by the City under this Agreement (and segregated from all other funds of the City) held by the City or the City's designee into which the City deposits Assessment Revenue if not deposited into the PID Pledged Revenue Fund. 2.43 "Prepayment" is defined in the SAP. 2.44 "Reimbursement Agreement Balance" is defined in Section 3.3. 2.45 "SAP" is defined as the Whitecap Public Improvement District Service and Assessment Plan approved February 20, 2024, as part of the Assessment Ordinance adopted by the City Council on February 20, 2024 and recorded in the official public records of Nueces County, Texas as Instrument No. on , 20 , as the same may be updated or amended by City Council action in accordance with the Act. 2.46 "Transfer" and "Transferee" are defined in Section 4.11. SECTION 3. FUNDING AUTHORIZED IMPROVEMENTS 3.1 Fund Deposits. Until PID Bonds payable from Assessment Revenue collected from a specific Improvement Area of the development are issued, the City shall bill, collect, and immediately deposit into the PID Reimbursement Fund all Assessment Revenue consisting of: (1) revenue collected from the payment of Assessments (including pre -payments and amounts received from the foreclosure of liens but excluding costs and expenses related to collection); and (2) revenue collected from the payment of Annual Installments (excluding Annual Collection Costs and Delinquent Collection Costs). Unless and until PID Bonds payable from Assessment Revenue collected from a specific Improvement Area of the development are issued, funds in the PID Reimbursement Fund shall be Page 6 1156.011\801090.6 deposited into a segregated account relating to the Improvement Area from which such Assessment Revenue was collected and such funds shall only be used to pay Actual Costs of the Authorized Improvements benefitting that Improvement Area or all or any portion of the Reimbursement Agreement Balance related to that Improvement Area in accordance with this Agreement. Once PID Bonds payable from Assessment Revenue collected from a specific Improvement Area of the development are issued, the City shall bill, collect, and immediately deposit all Assessment Revenue collected from that Improvement Area that secure such series of PID Bonds in the manner set forth in the applicable Indenture. The City shall also deposit Bond Proceeds and any other funds authorized or required by the applicable Indenture in the manner set forth in the applicable Indenture. Annual Installments shall be billed and collected by the City (or by any person, entity, or governmental agency permitted by law) in the same manner and at the same time as City ad valorem taxes are billed and collected. Funds in the PID Project Fund shall only be used in accordance with the applicable Indenture; provided that funds disbursed from the applicable PID Project Fund pursuant to Section 3.5 below shall be made first from Bond Proceeds held in the applicable accounts within such PID Project Fund until such accounts are fully depleted and then from the Developer Improvement Account of the applicable PID Project Fund, if applicable. Subject to Section 3.6 below, the Actual Costs of Authorized Improvements within each Improvement Area shall be paid from: (1) the Assessment Revenue collected solely from Assessments levied on the property within such Improvement Area benefitting from such Authorized Improvements and on deposit in the PID Reimbursement Fund; or (2) net Bond Proceeds or other amounts deposited in an account of the PID Project Fund created under an Indenture related to PID Bonds secured by Assessment Revenue collected solely from Assessments levied on benefitted property within such Improvement Area. The City will take and pursue all actions permissible under Applicable Laws to cause the Assessments to be collected and the liens related to such Assessments to be enforced continuously, in the manner and to the maximum extent permitted by the Applicable Laws, and, to the extent permitted by Applicable Laws, to cause no reduction, abatement or exemption in the Assessments for so long as any PID Bonds are outstanding or a Reimbursement Agreement Balance remains outstanding. The City shall determine or cause to be determined, no later than February 15 of each year whether any Annual Installment is delinquent. If such delinquencies exist, then the City will order and cause to be commenced as soon as practicable any and all appropriate and legally permissible actions to obtain such Annual Installment, and any delinquent charges and interest thereon, including diligently prosecuting an action to foreclose the Page 7 1156.011\801090.6 currently delinquent Annual Installment; provided, however, the City shall not be required under any circumstances to purchase or make payment for the purchase of the delinquent Assessment or the corresponding Assessed Property or to use any City funds, revenues, taxes, income, or property other than moneys collected from the Assessments for the payment of Actual Costs of Authorized Improvements under this Agreement. Once PID Bonds are issued, the applicable Indenture shall control in the event of any conflict with this Agreement. 3.2 Payment of Actual Costs. Subject to Section 3.6 below, if PID Bonds are not issued (or prior to such issuance) to pay Actual Costs of Authorized Improvements, the Developer may elect to make Developer Advances to pay Actual Costs. If PID Bonds are issued, the Bond Proceeds shall be used in the manner provided in the applicable Indenture; and, except as may be required under the Development Agreement and/or an applicable Indenture, the Developer shall have no obligation to make Developer Advances for the related Authorized Improvements, unless the Bond Proceeds, together with any other funds in the PID Project Fund or PID Reimbursement Fund, are insufficient to pay the Actual Costs of such Authorized Improvements, in which case the Developer shall make Developer Advances to pay the deficit. If Developer Advances are required in connection with the issuance of a series of PID Bonds, then such Developer Advances may be reduced by the amount of payments of Actual Costs of the Authorized Improvements (or portions thereof) to be financed by such PID Bonds that the Developer has previously paid if (1) the Developer submits to the City all information related to such costs that would be required by a Closing Disbursement Request at least five (5) days prior to the pricing date of such PID Bonds, and (2) the City approves such Actual Costs in writing. The Developer shall also make Developer Advances to pay for cost overruns (after applying cost savings). The lack of Bond Proceeds or other funds in the PID Project Fund shall not diminish the obligation of the Developer to pay Actual Costs of the Authorized Improvements. 3.3 Payment of Reimbursement Agreement Balance. Subject to the terms, conditions, and requirements of this Agreement, including Section 3.6 hereof, The City agrees to pay to the Developer, and the Developer shall be entitled to receive payments from the City, until the Maturity Date, for the lesser of: (a) amounts shown on each approved Certificate for Payment for Actual Costs of Authorized Improvements paid by or at the direction of the Developer, and (b) the reimbursement amount shown in Schedule I of the SAP plus: (1) simple interest on the unpaid principal balance at a rate equal to or less than five percent (5%) above the highest average index rate for tax-exempt bonds reported in a daily or weekly bond index shown on Schedule I of the SAP that was approved by the City Council Page 8 1156.011\801090.6 of the City and reported in the month before the date the obligation is incurred (which date is the date of approval by the City of the Assessment Ordinance levying the Assessments from which the Reimbursement Agreement Balance, or a portion thereof, shall be paid) for years one through five beginning on the date each Certificate for Payment is delivered to the City Representative; and (2) simple interest on the unpaid principal balance at a rate equal to or less than two percent (2%) above the highest average index rate for tax-exempt bonds reported in a daily or weekly bond index reported in the month before the date the obligation was incurred (which date is the same as the approval by the City of the Assessment Ordinance levying the Assessments from which the Reimbursement Agreement Balance, or a portion thereof, shall be paid) for years six and later (the unpaid principal balance, together with accrued but unpaid interest, owed the Developer for all Certificates for Payment is referred to as the "Reimbursement Agreement Balance"); provided, however, upon the issuance of PID Bonds, the interest rate due and unpaid on amounts shown on each Certificate for Payment to be paid to the Developer shall be the lower of: (1) the interest rate on such series of PID Bonds issued to finance the costs of the Authorized Improvements for which the Certificate for Payment was filed, or (2) the interest rate approved by the City Council of the City in the Assessment Ordinance levying the Assessments from which the Bonds shall be paid. The interest rates set forth in Schedule I of the SAP shall be approved by the City Council in each Assessment Ordinance as authorized by the Act. The principal amount of each portion of the Reimbursement Agreement Balance to be paid under each Assessment Ordinance, and the interest rate for such portion of the Reimbursement Agreement Balance, shall be shown on Schedule I attached to the SAP and Schedule I is incorporated as a part of this Agreement for all purposes. Interest shall accrue on each Reimbursement Agreement Balance from the later of: (1) final plat approval as evidenced by recording the final plat in the real property records of the County, and (2) the levy of Assessments securing such Reimbursement Agreement Balance. As the City passes and approves additional Assessment Ordinances and/or issues PID Bonds, the City shall approve an updated Schedule I as part of the updated or amended SAP for the sole purpose of showing the principal amount of the portion of the Reimbursement Agreement to be paid under such newly -adopted Assessment Ordinance and any adjustments to the interest rate for such portion of the Reimbursement Agreement Balance if applicable. Such updated Schedule I attached to the SAP shall automatically be incorporated as part of this Agreement for all purposes as if attached hereto without any further action from the Parties. Page 9 1156.011\801090.6 The Reimbursement Agreement Balance is payable solely from: (1) the PID Reimbursement Fund if no PID Bonds are issued for the purposes of paying the Authorized Improvements related to such Reimbursement Agreement Balance, or (2) from PID Bond Proceeds. No other City funds, revenues, taxes, income, or property shall be used even if the Reimbursement Agreement Balance is not paid in full by the Maturity Date. All payments made from Bond Proceeds shall be made in the manner set forth in the applicable Indenture. So long as no PID Bonds are issued and the City has received and approved a Certificate for Payment, the City shall make payments to the Developer toward the Reimbursement Agreement Balance related to each Improvement Area from Assessment Revenue collected from such Improvement Area (excluding the portion of each Assessment, or Annual Installment thereof, collected for Annual Collection Costs) and deposited in the PID Reimbursement Fund. Such payments shall be in an amount not to exceed the Assessment Revenue (excluding the portion of each Assessment, or Annual Installment thereof, collected for Annual Collection Costs) related to such Improvement Area on deposit in the PID Reimbursement Fund; and, such payments shall be made at least annually and no later than 60 days after the date payment of the Annual Installments are due and payable to the City. In the event that a Prepayment of an Assessment is made prior to the issuance of PID Bonds, the City shall remit payment to the Developer of an amount of the Reimbursement Agreement Balance then due and payable not to exceed the Assessment Revenue related to such Prepayment from the Assessment Revenue deposited into the PID Reimbursement Fund within 60 days after the Prepayment is made. Each payment from the PID Reimbursement Fund shall be accompanied by an accounting that certifies the Reimbursement Agreement Balance as of the date of the payment and that itemizes all deposits to and disbursements from the fund since the last payment. Approval of a Certificate for Payment and all payments under this Agreement are predicated on: (1) the Developer constructing and installing, or the City acquiring (if applicable), the Authorized Improvements (or portion thereof) shown on each Certificate for Payment as required under the Development Agreement; (2) the Developer providing the necessary supporting documentation in the standard form for City construction projects; and (3) the City's inspection of each Authorized Improvement (or portion thereof) covered by each Certificate for Payment; provided, however, in no event shall the City Representative be authorized to approve a Certificate for Payment if the City has not previously levied an Assessment against Assessed Property within an Improvement Area related to and benefitting from the Authorized Improvements for which such Certificate for Payment has been Page 10 1156.011\801090.6 submitted. If there is a dispute over the amount of any payment, the City shall nevertheless pay the undisputed amount, and the Parties shall use all reasonable efforts to resolve the disputed amount before the next payment is made; however, if the Parties are unable to resolve the disputed amount, then the City's determination of the disputed amount (as approved by the City Council) shall control. Notwithstanding anything to the contrary in this Agreement, the City shall be under no obligation to reimburse the Developer for Actual Costs of any Authorized Improvement that is not accepted by the City. The City's obligation to reimburse the Reimbursement Agreement Balance related to the Authorized Improvements for a particular Improvement Area constructed for the benefit of the Assessed Property within such Improvement Area is: (1) contingent upon the City levying Assessments against property within such Improvement Area benefitting from the Authorized Improvements, (2) payable solely from the Assessments, including the Annual Installments of such Assessments, collected from Assessed Property within such Improvement Area, and (3) not due and owing unless and until the City actually adopts an Assessment Ordinance levying such Assessments. 3.4 PID Bonds. The City, in its sole, legislative discretion, may issue PID Bonds, in one or more series, when and if the City Council determines it is financially feasible for the purposes of: (1) paying all or a portion of the Reimbursement Agreement Balance; or (2) paying directly Actual Costs of Authorized Improvements. PID Bonds issued for such purpose will be secured by and paid solely as authorized by the applicable Indenture. Upon the issuance of PID Bonds for such purpose and for so long as PID Bonds remain outstanding, the Developer's right to receive payments each year in accordance with Section 3.3 shall be subordinate to the deposits required under the applicable Indenture related to any outstanding PID Bonds and the Developer shall be entitled to receive funds pursuant to the flow of funds provisions of such Indenture. The failure of the City to issue PID Bonds shall not constitute a "Failure" by the City or otherwise result in a "Default" by the City. Upon the issuance of the PID Bonds, the Developer has a duty to construct those Authorized Improvements as described in the SAP and the Development Agreement. The Developer shall not be relieved of its duty to construct or cause to be constructed such improvements even if there are insufficient funds in the PID Project Fund to pay the Actual Costs. This Agreement shall apply to all PID Bonds issued by the City whether in one or more series, and no additional reimbursement agreement shall be required for future series of PID Bonds. Page 11 1156.011\801090.6 3.5 Disbursements and Transfers at and after Bond Closing. The City and the Developer agree that from the proceeds of the PID Bonds, and upon the presentation of evidence satisfactory to the City Representative, the City will cause the trustee under the applicable Indenture to pay at closing of the PID Bonds approved amounts from the appropriate account to the persons entitled to payment for costs of issuance and payment of costs incurred in the establishment, administration, and operation of the PID and any other costs incurred by the Developer and the City as of the time of the delivery of the PID Bonds as described in the SAP. In order to receive disbursement, the Developer shall execute a Closing Disbursement Request to be delivered to the City no less than five (5) days prior to the pricing date for the applicable series of PID Bonds for payment in accordance with the provisions of the Indenture. In order to receive additional disbursements from any applicable fund under an Indenture, the Developer shall execute a Certificate for Payment, no more frequently than monthly, to be delivered to the City for payment in accordance with the provisions of the applicable Indenture and this Agreement. Upon receipt of a Certificate for Payment (along with all accompanying documentation required by the City) from the Developer, the City shall conduct a review in order to confirm that such request is complete, to confirm that the work for which payment is requested was performed in accordance with all Applicable Laws and applicable plans therefore and with the terms of this Agreement and any other agreement between the parties related to property in the PID, and to verify and approve the Actual Costs of such work specified in such Certificate for Payment. The City shall also conduct such review as is required in its discretion to confirm the matters certified in the Certificate for Payment. The Developer agrees to cooperate with the City in conducting each such review and to provide the City with such additional information and documentation as is reasonably necessary for the City to conclude each such review. The Developer further agrees that if the City provides to the Developer a sales tax exemption certificate then sales tax will not be approved for payment under a Certification for Payment. Within fifteen (15) business days following receipt of any Certificate for Payment, the City shall either: (1) approve the Certificate for Payment and forward it to the trustee for payment, or (2) provide the Developer with written notification of disapproval of all or part of a Certificate for Payment, specifying the basis for any such disapproval. Any disputes shall be resolved as required by Section 3.3 herein. The City shall deliver the approved or partially approved Certificate for Payment to the trustee for payment, and the trustee shall make the disbursements as quickly as practicable thereafter. Page 12 1156.011\801090.6 3.6 Obligations Limited. The obligations of the City under this Agreement shall not, under any circumstances, give rise to or create a charge against the general credit or taxing power of the City or a debt or other obligation of the City payable from any source other than the PID Reimbursement Fund or the PID Project Fund. The Parties further agree that the City's obligation under this Agreement to reimburse the Developer for Actual Costs of Authorized Improvements within any Improvement Area shall only be paid from: (1) net proceeds of PID Bonds, if issued, on deposit in the PID Project Fund related to such PID Bonds, and/or (2) Assessments, including Annual Installments of such Assessments, collected from such Improvement Area. The Parties further agree that the City's obligation under this Agreement to reimburse the Developer for Actual Costs of Authorized Improvements constructed for the benefit of any Improvement Area is: (1) contingent upon the City levying Assessments against property within such Improvement Area benefitting from the Authorized Improvements, (2) payable solely from the Assessments, including the Annual Installments of such Assessments, collected from Assessed Property within such Improvement Area, and (3) not due and owing unless and until the City actually adopts an Assessment Ordinance levying such Assessments. Concurrent with the levy of Assessments against any Improvement Area, the City will: (1) establish a separate account within the PID Reimbursement Fund relating solely to such Improvement Area, if no PID Bonds are issued, or (2) establish a separate PID Project Fund under an Indenture if PID Bonds are issued, out of which the City will pay its obligations related to such Improvement Area; and, until such time, this Agreement does not create any obligations of the City with respect to any Improvement Area for which Assessments have not been levied. Unless approved by the City, no other City funds, revenues, taxes, or income of any kind shall be used to pay: (1) the Actual Costs of the Authorized Improvements; (2) the Reimbursement Agreement Balance even if the Reimbursement Agreement Balance is not paid in full on or before the Maturity Date; or (3) debt service on any PID Bonds. None of the City or any of its elected or appointed officials or any of its officers, employees, consultants or representatives shall incur any liability hereunder to the Developer or any other party in their individual capacities by reason of this Agreement or their acts or omissions under this Agreement. 3.7 Obligation to Pay. Subject to the provisions of Section 3.3 and 3.6, if the Developer is in substantial compliance with its obligations under the Development Agreement, then following the inspection and approval of any portion of Authorized Improvements for which Developer seeks reimbursement of the Actual Costs by submission of a Certificate for Payment or City approval of a Closing Disbursement Request, the obligations of the City under this Agreement to pay from Page 13 1156.011\801090.6 Assessment Revenue or the net proceeds of PID Bonds, as applicable, disbursements (whether to the Developer or to any person designated by the Developer) identified in any Closing Disbursement Request or in any Certificate for Payment and to pay debt service on PID Bonds are unconditional AND NOT subject to any defenses or rights of offset except as may be provided in any Indenture. 3.8 City Delegation of Authority. All Authorized Improvements shall be constructed by or at the direction of the Developer in accordance with the plans, the Development Agreement, applicable City ordinances and regulations, and with this Agreement and any other agreement between the parties related to property in the PID. The Developer shall perform, or cause to be performed, all of its obligations and shall conduct, or cause to be conducted, all operations with respect to the construction of Authorized Improvements in a good, workmanlike and commercially reasonable manner, with the standard of diligence and care normally employed by duly qualified persons utilizing their commercially reasonable efforts in the performance of comparable work and in accordance with generally accepted practices appropriate to the activities undertaken. The Developer has sole responsibility of ensuring that all Authorized Improvements are constructed in accordance with the Development Agreement and in a good, workmanlike and commercially reasonable manner, with the standard of diligence and care normally employed by duly qualified persons utilizing their commercially reasonable efforts in the performance of comparable work and in accordance with generally accepted practices appropriate to the activities undertaken. The Developer shall employ at all times adequate staff or consultants with the requisite experience necessary to administer and coordinate all work related to the design, engineering, acquisition, construction and installation of all Authorized Improvements to be acquired and accepted by the City from the Developer. If any Authorized Improvements are or will be on land owned by the City, the City hereby grants to the Developer a license to enter upon such land for purposes related to construction (and maintenance pending acquisition and acceptance) of the Authorized Improvements. Inspection and acceptance of Authorized Improvements will be in accordance with applicable City ordinances and regulations. 3.9 Security for Authorized Improvements. Prior to completion and conveyance to the City of any Authorized Improvements, the Developer shall cause to be provided to the City a maintenance bond in the amount required by the City's subdivision regulations for applicable Authorized Improvements, which maintenance bond shall be for a term of two years from the date of final acceptance of the applicable Authorized Improvements. Any surety company through which a bond is written shall be a surety company duly authorized to do business in the State of Texas, provided that legal counsel for Page 14 1156.011\801090.6 the City has the right to reject any surety company regardless of such company's authorization to do business in Texas. Nothing in this Agreement shall be deemed to prohibit the Developer or the City from contesting in good faith the validity or amount of any mechanics or materialman's lien and/or judgment nor limit the remedies available to the Developer or the City with respect thereto so long as such delay in performance shall not subject the Authorized Improvements to foreclosure, forfeiture, or sale. In the event that any such lien and/or judgment with respect to the Authorized Improvements is contested, the Developer shall be required to post or cause the delivery of a surety bond or letter of credit, whichever is preferred by the City, in an amount reasonably determined by the City, not to exceed 120 percent of the disputed amount. 3.10 Ownership and Transfer of Authorized Improvements. If requested in writing by the City, Developer shall furnish to the City a commitment for title insurance (a "Commitment") for land related to the Authorized Improvements to be acquired and accepted by the City from the Developer and not previously dedicated or otherwise conveyed to the City. The Commitment shall be made available for City review and must be approved at least fifteen (15) business days prior to the scheduled transfer of title. The City agrees to approve the Commitment unless it reveals a matter which, in the reasonable judgment of the City, would materially affect the City's use and enjoyment of the Authorized Improvements. If the City objects to any Commitment, the City shall not be obligated to accept title to the applicable Authorized Improvements until the Developer has cured the objections to the reasonable satisfaction of the City. 3.11 Remaining Funds After Completion of an Authorized Improvement. Within any applicable Improvement Area, upon the final completion of an Authorized Improvement within such Improvement Area and payment of all outstanding invoices for such Authorized Improvement, if the Actual Cost of such Authorized Improvement is less than the budgeted cost as shown in Exhibit to the SAP (a "Cost Underrun"), any remaining budgeted cost will be available to pay Cost Overruns on any other Authorized Improvement within such Improvement Area. A City Representative shall promptly confirm to the Administrator (as defined in the SAP) that such remaining amounts are available to pay such Cost Overruns, and the Developer, the Administrator and the City Representative will agree how to use such moneys to secure the payment and performance of the work for other Authorized Improvements. Any Cost Underrun for any Authorized Improvement is available to pay Cost Overruns on any other Authorized Improvement and may be added to the amount approved for Page 15 1156.011\801090.6 payment in any Certificate for Payment, as agreed to by the Developer, the Administrator and the City Representative. 3.12 Contracts and Change Orders. The Developer shall be responsible for entering into all contracts and any supplemental agreements (herein referred to as "Change Orders") required for the construction of an Authorized Improvement. The Developer or its contractors may approve and implement any Change Orders even if such Change Order would increase the Actual Cost of an Authorized Improvement, but the Developer shall be solely responsible for payment of any Cost Overruns resulting from such Change Orders except to the extent amounts are available pursuant to Section 3.12 hereof. If any Change Order is for work that requires changes to be made by an engineer to the construction and design documents and plans previously approved under the Development Agreement, then such revisions made by an engineer must be submitted to the City for approval by the City's engineer prior to execution of the Change Order. SECTION 4. ADDITIONAL PROVISIONS 4.1 Term. The term of this Agreement shall begin on the Effective Date and shall continue until the earlier to occur of the Maturity Date or the date on which the Reimbursement Agreement Balance is paid in full. 4.2 No Competitive Bidding. Construction of the Authorized Improvements shall not require competitive bidding pursuant to Section 252.022(a) (9) of the Texas Local Government Code, as amended. All plans and specifications, but not construction contracts, shall be reviewed and approved, in writing, by the City prior to Developer selecting the contractor. The City, at its election made prior to the Developer entering into a construction contract, shall have the right to examine and approve the contractor selected by the Developer prior to executing a construction contract with the contractor, which approval shall not be unreasonably delayed or withheld. 4.3 Independent Contractor. In performing this Agreement, the Developer is an independent contractor and not the agent or employee of the City. 4.4 Audit. The City Representative shall have the right, during normal business hours and upon five (5) business days' prior written notice to the Developer, to review all books and records of the Developer pertaining to costs and expenses incurred by the Developer with respect to any of the Authorized Improvements. For a period of two years after completion of the Authorized Improvements, the Developer shall maintain proper books of record and account for the Page 16 1156.011\801090.6 construction of the Authorized Improvements and all costs related thereto. Such accounting books shall be maintained in accordance with customary real estate accounting principles. The Developer shall have the right, during normal business hours, to review all records and accounts pertaining to the Assessments upon written request to the City. The City shall provide the Developer an opportunity to inspect such books and records relating to the Assessments during the City's regular business hours and on a mutually agreeable date no later than ten (10) business days after the City receives such written request. The City shall keep and maintain a proper and complete system of records and accounts pertaining to the Assessments for so long as PID Bonds remain outstanding or Reimbursement Agreement Balance remains unpaid. 4.5 Developer's Right to Protest Ad Valorem Taxes. Nothing in this Agreement shall be construed to limit or restrict Developer's right to protest ad valorem taxes. The Developer's decision to protest ad valorem taxes on Assessed Property does not constitute a Default under this Agreement. 4.6 PID Administration and Collection of Assessments. The Administrator shall have the responsibilities provided in the SAP related to the duties and responsibilities of the administration of the PID, and the City shall provide the Developer with a copy of the agreement between the City and the Administrator. If the City contracts with a third -party for the collection of Annual Installments of the Assessments, the City shall provide the Developer with a copy of such agreement. For so long as PID Bonds remain outstanding or the Reimbursement Agreement Balance remains unpaid, the City shall notify the Developer of any change of administrator or third -party collection of the Assessments. 4.7 Representations and Warranties. 4.7.1 The Developer represents and warrants to the City that: (1) the Developer has the authority to enter into and perform its obligations under this Agreement; (2) the Developer has the financial resources, or the ability to collect sufficient financial resources, to meet its obligations under this Agreement; (3) the person executing this Agreement on behalf of the Developer has been duly authorized to do so; (4) this Agreement is binding upon the Developer in accordance with its terms; and (5) the execution of this Agreement and the performance by the Developer of its obligations under this Agreement do not constitute a breach or event of default by the Developer under any other agreement, instrument, or order to which the Developer is a party or by which the Developer is bound. Page 17 1156.011\801090.6 4.7.2 The City represents and warrants to the Developer that: (1) the City has the authority to enter into and perform its obligations under this Agreement; (2) the person executing this Agreement on behalf of the City has been duly authorized to do so; (3) this Agreement is binding upon the City in accordance with its terms; and (4) the execution of this Agreement and the performance by the City of its obligations under this Agreement do not constitute a breach or event of default by the City under any other agreement, instrument, or order to which the City is a party or by which the City is bound. 4.8 Default/Remedies. 4.8.1 If either Party fails to perform an obligation imposed on such Party by this Agreement (a "Failure") and such Failure is not cured after notice and the expiration of the cure periods provided in this section, then such Failure shall constitute a "Default." If a Failure is monetary, the non-performing Party shall have ten (10) days within which to cure. If the Failure is non -monetary, the non-performing Party shall have thirty (30) days within which to cure. 4.8.2 If the Developer is in Default, the City shall have available all remedies at law or in equity; provided no default by the Developer shall entitle the City to terminate this Agreement or to withhold payments to the Developer from the PID Reimbursement Fund or the PID Project Fund in accordance with this Agreement and the Indenture. 4.8.3 If the City is in Default, the Developer shall have available all remedies at law or in equity; provided, however, no Default by the City shall entitle the Developer to terminate this Agreement. 4.8.4 The City shall give notice of any alleged Failure by the Developer to each Transferee identified in any notice from the Developer, and such Transferees shall have the right, but not the obligation, to cure the alleged Failure within the same cure periods that are provided to the Developer. The election by a Transferee to cure a Failure by the Developer shall constitute a cure by the Developer but shall not obligate the Transferee to be bound by this Agreement unless the Transferee agrees in writing to be bound. 4.9 Remedies Outside the Agreement. Nothing in this Agreement constitutes a waiver by the City of any remedy the City may have outside this Agreement against the Developer, any Transferee, or Page 18 1156.011\801090.6 any other person or entity involved in the design, construction, or installation of the Authorized Improvements. The obligations of the Developer hereunder shall be those of a party hereto and not as an owner of property in the PID. Nothing herein shall be construed as affecting the City's or the Developer's rights or duties to perform their respective obligations under other agreements, use regulations, or subdivision requirements relating to the development property in the PID. 4.10 Estoppel Certificate. From time to time upon written request of the Developer, the City Manager will execute a written estoppel certificate, in form and substance satisfactory to both Parties that: (1) identifies any obligations of the Developer under this Agreement that are in default or, with the giving of notice or passage of time, would be in default; or (2) states, to the extent true, that to the best knowledge and belief of the City, the Developer is in compliance with its duties and obligations under this Agreement. 4.11 Transfers. The Developer has the right to convey, transfer, assign, mortgage, pledge, or otherwise encumber, in whole or in part without the consent of (but with notice to) the City, the Developer's right, title, or interest to payments under this Agreement (but not performance obligations) including, but not limited to, any right, title, or interest of the Developer in and to payments of the Reimbursement Agreement Balance, whether such payments are from the PID Reimbursement Fund in accordance with Section 3.3 or from Bond Proceeds (any of the foregoing, a "Transfer," and the person or entity to whom the transfer is made, a "Transferee"); provided, however, that no such conveyance, transfer, assignment, mortgage, pledge or other encumbrance shall be made without prior written consent of the City if such conveyance, transfer, assignment, mortgage, pledge or other encumbrance would result in: (1) the issuance of municipal securities, and/or (2) the City being viewed as an "obligated person" within the meaning of Rule 15c2-12 of the United States Securities and Exchange Commission, and/or (3) the City being subject to additional reporting or recordkeeping duties. Notwithstanding the foregoing, no Transfer shall be effective until notice of the Transfer is given to the City. The City may rely on notice of a Transfer received from the Developer without obligation to investigate or confirm the validity of the Transfer. The Developer waives all rights or claims against the City for any funds paid to a third party as a result of a Transfer for which the City received notice. 4.12 Applicable Law; Venue. This Agreement is being executed and delivered and is intended to be performed in the State of Texas. Except to the extent that the laws of the United States may apply, the Page 19 1156.011\801090.6 substantive laws of the State of Texas shall govern the interpretation and enforcement of this Agreement. In the event of a dispute involving this Agreement, venue shall lie in any court of competent jurisdiction in Nueces County, Texas. 4.13 Notice. Any notice referenced in this Agreement must be in writing and shall be deemed given at the addresses shown below: (1) when delivered by a nationally recognized delivery service such as FedEx or UPS with evidence of delivery signed by any person at the delivery address regardless of whether such person is the named addressee; or (2) 72 hours after deposited with the United States Postal Service, Certified Mail, Return Receipt Requested. To the City: Attn: City Manager's Office City of Corpus Christi P.O. Gox 9277 Corpus Christi, Texas 78469-9277 E-mail: ElsyB@cctexas.com With a copy to: Attn: City Attorney's Office City of Corpus Christi P.O. Gox 9277 Corpus Christi, Texas 78469-9277 E-mail: MilesR@cctexas.com To the Developer: Attn: Steve Yetts Ashlar Interests, LLC 400 Las Colinas Blvd. E., Suite 1075 Irving, Texas 75039 E-mail: syetts@ashlardev.com With a copy to: Attn: Misty Ventura Shupe Ventura, PLLC 9406 Biscayne Blvd. Dallas, Texas 75218 E-mail:misty.ventura@svlandlaw.com TEL: (214) 328-1101 FAX: (800) 519-3768 Any Party may change its address by delivering notice of the change in accordance with this section. 4.14 Conflicts; Amendment. In the event of any conflict between this Agreement and any other instrument, document, or agreement by which either Party is bound, the provisions and intent of the applicable Indenture controls. This Agreement may only be amended by written agreement of the Parties. Page 20 1156.011\801090.6 4.15 Severability. If any provision of this Agreement is held invalid by any court, such holding shall not affect the validity of the remaining provisions. 4.16 Non -Waiver. The failure by a Party to insist upon the strict performance of any provision of this Agreement by the other Party, or the failure by a Party to exercise its rights upon a Default by the other Party, shall not constitute a waiver of such Party's right to insist and demand strict compliance by such other Party with the provisions of this Agreement. 4.17 Third Party Beneficiaries. Nothing in this Agreement is intended to or shall be construed to confer upon any person or entity other than the City, the Developer, and Transferees any rights under or by reason of this Agreement. All provisions of this Agreement shall be for the sole and exclusive benefit of the City, the Developer, and Transferees. 4.18 Counterparts. This Agreement may be executed in multiple counterparts, which, when taken together, shall be deemed one original. 4.19 Employment of Undocumented Workers. During the term of this Agreement, the Developer agrees not to knowingly employ any undocumented workers and, if convicted of a violation under 8 U.S.C. Section 1324a(f), the Developer shall repay the incentives granted herein within 120 days after the date the Developer is notified by the City of such violation, plus interest at the rate of six percent (6%) compounded annually from the date of violation until paid. Pursuant to Section 2264.101(c), Texas Government Code, a business is not liable for a violation of Chapter 2264 by a subsidiary, affiliate, or franchisee of the business, or by a person with whom the business contracts. 4.20 No Boycott of Israel. The Developer hereby verifies that it and its parent company, wholly- or majority-owned subsidiaries, and other affiliates, if any, do not boycott Israel and will not boycott Israel during the term of this Agreement. As used in the foregoing verification, 'boycott Israel,' has the meaning in Section 2271.001, Texas Government Code, by reference to Section 808.001(1), Texas Government Code, and means refusing to deal with, terminating business activities with, or otherwise taking any action that is intended to penalize, inflict economic harm on, or limit commercial relations specifically with Israel, or with a person or entity doing business in Israel or in an Israeli -controlled territory, but does not include an action made for ordinary business purposes. 4.21 Iran, Sudan, and Foreign Terrorist Organizations. The Developer represents that neither it nor any of its parent company, wholly- or majority-owned subsidiaries, and other affiliates is a company Page 21 1156.011\801090.6 identified on a list prepared and maintained by the Texas Comptroller of Public Accounts under Section 2252.153 or Section 2270.0201, Texas Government Code, as amended. The foregoing representation excludes the Developer and each of its parent company, wholly- or majority-owned subsidiaries, and other affiliates, if any, that the United States government has affirmatively declared to be excluded from its federal sanctions regime relating to Sudan or Iran or any federal sanctions regime relating to a foreign terrorist organization. 4.22 No Discrimination Against Fossil Fuel Companies. The Developer hereby verifies that it and its parent company, wholly- or majority-owned subsidiaries, and other affiliates, if any, do not boycott energy companies and will not boycott energy companies during the term of this Agreement. As used in the foregoing verification, "boycott energy companies" has the meaning in Section 2276.001(1), Texas Government Code, by reference to Section 809.001, Texas Government Code, and means, without an ordinary business purpose, refusing to deal with, terminating business activities with, or otherwise taking any action that is intended to penalize, inflict economic harm on, or limit commercial relations with a company because the company (A) engages in the exploration, production, utilization, transportation, sale, or manufacturing of fossil fuel -based energy and does not commit or pledge to meet environmental standards beyond applicable federal and state law; or (B) does business with a company described by (A) above. 4.23 No Discrimination Against Firearm Entities and Firearm Trade Associations. The Developer hereby verifies that it and its parent company, wholly- or majority-owned subsidiaries, and other affiliates, if any, do not have a practice, policy, guidance, or directive that discriminates against a firearm entity or firearm trade association and will not discriminate against a firearm entity or firearm trade association during the term of this Agreement. As used in the foregoing verification and the following definitions: (a) 'discriminate against a firearm entity or firearm trade association,' has the meaning in Section 2274.001(3), Texas Government Code, and means: (A) with respect to the firearm entity or firearm trade association, to (i) refuse to engage in the trade of any goods or services with the firearm entity or firearm trade association based solely on its status as a firearm entity or firearm trade association, (ii) refrain from continuing an existing business relationship with the firearm entity or firearm trade association based solely on its status as a firearm entity or firearm trade association, or (iii) terminate an existing business relationship Page 22 1156.011\801090.6 with the firearm entity or firearm trade association based solely on its status as a firearm entity or firearm trade association, and (B) does not include: (i) the established policies of a merchant, retail seller, or platform that restrict or prohibit the listing or selling of ammunition, firearms, or firearm accessories and (ii) a company's refusal to engage in the trade of any goods or services, decision to refrain from continuing an existing business relationship, or decision to terminate an existing business relationship (aa) to comply with federal, state, or local law, policy, or regulations or a directive by a regulatory agency or (bb) for any traditional business reason that is specific to the customer or potential customer and not based solely on an entity's or association's status as a firearm entity or firearm trade association; (b) 'firearm entity,' has the meaning in Section 2274.001(6), Texas Government Code, and means a manufacturer, distributor, wholesaler, supplier, or retailer of firearms (defined in Section 2274.001(4), Texas Government Code, as weapons that expel projectiles by the action of explosive or expanding gases), firearm accessories (defined in Section 2274.001(5), Texas Government Code, as devices specifically designed or adapted to enable an individual to wear, carry, store, or mount a firearm on the individual or on a conveyance and items used in conjunction with or mounted on a firearm that are not essential to the basic function of the firearm, including detachable firearm magazines), or ammunition (defined in Section 2274.001(1), Texas Government Code, as a loaded cartridge case, primer, bullet, or propellant powder with or without a projectile) or a sport shooting range (defined in Section 250.001, Texas Local Government Code, as a business establishment, private club, or association that operates an area for the discharge or other use of firearms for silhouette, skeet, trap, black powder, target, self-defense, or similar recreational shooting); and (c) 'firearm trade association,' has the meaning in Section 2274.001(7), Texas Government Code, and means any person, corporation, unincorporated association, federation, business league, or business organization that (i) is not organized or operated for profit (and none of the net earnings of which inures to the benefit of any private shareholder or individual), (ii) has two or more firearm entities as members, and (iii) is exempt from federal income taxation under Section 501(a), Internal Revenue Code of 1986, as an organization described by Section 501(c) of that code." Page 23 1156.011\801090.6 4.24 Affiliate. As used in Sections 4.19 through 4.24, the Developer understands 'affiliate' to mean an entity that controls, is controlled by, or is under common control with the Developer within the meaning of SEC Rule 405, 17 C.F.R. § 230.405, and exists to make a profit. 4.25 Texas Attorney General Standing Letter. The Developer represents that it has, as of the Effective Date, on file with the Texas Attorney General a standing letter addressing the representations and verifications hereinbefore described in the form attached as Exhibit B to the Updated Recommendations for Compliance with the Texas BPA Verification and Representation Requirements (December 1, 2023) of the Municipal Advisory Council of Texas or any other form accepted by the Texas Attorney General (a "Standing Letter"). In addition, if the Developer or the parent company, a wholly- or majority-owned subsidiary or another affiliate of the Developer receives or has received a letter from the Texas Comptroller of Public Accounts or the Texas Attorney General seeking written verification that the Developer is a member of the Net Zero Banking Alliance, Net Zero Insurance Alliance, Net Zero Asset Owner Alliance, or Net Zero Asset Managers or of the representations and certifications contained in the Developer's Standing Letter (a "Request Letter"), the Developer shall promptly notify the City (if it has not already done so) and provide to the City, two business days prior to the Effective Date and additionally upon request by the City, written verification to the effect that its Standing Letter described in the preceding sentence remains in effect and may be relied upon by the City and the Texas Attorney General (the "Bringdown Verification"). The Bringdown Verification shall also confirm that the Developer (or the parent company, a wholly- or majority-owned subsidiary or other affiliate of the Developer that received the Request Letter) intends to timely respond or has timely responded to the Request Letter. The Bringdown Verification may be in the form of an e-mail. 4.26 Form 1295. Submitted herewith is a completed Form 1295 generated by the Texas Ethics Commission's (the "TEC") electronic filing application in accordance with the provisions of Section 2252.908 of the Texas Government Code and the rules promulgated by the TEC (the "Form 1295"). The City hereby confirms receipt of the Form 1295 from the Developer, and the City agrees to acknowledge such form with the TEC through its electronic filing application system not later than the 30th day after the receipt of such form. The Parties understand and agree that, with the exception of information identifying the City and the contract identification number, neither the City nor its consultants are responsible for the information contained in the Form 1295; that the information contained in the Form 1295 has been provided solely by the Developer; and, neither the City nor its consultants have verified. Page 24 1156.011\801090.6 4.27 Changes in Law. The Parties acknowledge and expressly agree that, during the Term, either Party may take advantage of changes in the law notwithstanding anything to the contrary in this Agreement. 4.28 Public Information. Notwithstanding any other provision to the contrary in this Agreement, all information, documents, and communications relating to this Agreement may be subject to the Texas Public Information Act and any opinion of the Texas Attorney General or a court of competent jurisdiction relating to the Texas Public Information Act. The requirements of Subchapter J, Chapter 552, Texas Government Code, may apply to this Agreement and the Developer agrees that this Agreement may be terminated if the Developer knowingly or intentionally fails to comply with a requirement of that subchapter, if applicable, and the Developer fails to cure the violation on or before the tenth business day after the date the City provides notice to Developer of noncompliance with Subchapter J, Chapter 552. Pursuant to Section 552.372, Texas Government Code, Developer is required to preserve all contracting information related to this Agreement as provided by the records retention requirements applicable to the City for the duration of this Agreement; promptly provide to the City any contracting information related to this Agreement that is in the custody or possession of the Developer on request of the City; and on completion of the Agreement, either provide at no cost to the City all contracting information related to the contract that is in the custody or possession of the entity or preserve the contracting information related to the contract as provided by the records retention requirements applicable to the City. [Execution pages follow.] Page 25 1156.011\801090.6 CITY: CITY OF CORPUS CHRISTI, TEXAS By: Paulette Guajardo, Mayor ATTEST: By: Rebecca Huerta, City Secretary APPROVED AS TO FORM AND LEGALITY: By: , [Assistant] City Attorney [for City Attorney] CITY SIGNATURE PAGE TO REIMBURSEMENT AGREEMENT - WHITECAP PUBLIC IMPROVEMENT DISTRICT 1156.011\801090.6 DEVELOPER: ASHLAR INTERESTS, LLC a Texas limited liability company By: Title: DEVELOPER SIGNATURE PAGE TO REIMBURSEMENT AGREEMENT - WHITECAP PUBLIC IMPROVEMENT DISTRICT No. 1 1156.011\801090.6 EXHIBIT A CERTIFICATE FOR PAYMENT FORM The undersigned is an agent for Ashlar Interests, LLC (the "Developer") and requests payment from the applicable account of the [PID Reimbursement Fund] [PID Project Fund] from the City of Corpus Christi, Texas (the "City") in the amount of for labor, materials, fees, and/or other general costs related to the creation, acquisition, or construction of certain Authorized Improvements providing a special benefit to property within the Whitecap Public Improvement District No. 1. Unless otherwise defined, any capitalized terms used herein shall have the meanings ascribed to them in the PID Reimbursement Agreement between the City and the Developer, effective as of , 20 (the "Reimbursement Agreement"). In connection with the above referenced payment, the Developer represents and warrants to the City as follows: 1. The undersigned is a duly authorized officer of the Developer, is qualified to execute this Certificate for Payment Form on behalf of the Developer and is knowledgeable as to the matters set forth herein. 2. The payment requested for the below referenced Authorized Improvements has not been the subject of any prior payment request submitted for the same work to the City or, if previously requested, no disbursement was made with respect thereto. 3. The amount listed for the Authorized Improvements below is a true and accurate representation of the Actual Costs associated with the creation, acquisition, or construction of said Authorized Improvements, and such costs (i) are in compliance with the Reimbursement Agreement, and (ii) are consistent with the Service and Assessment Plan. 4. The Developer is in compliance with the terms and provisions of the Reimbursement Agreement, the Indenture, the Service and Assessment Plan and the Development Agreement. 5. The Developer has timely paid all ad valorem taxes and annual installments of special assessments it owes or an entity the Developer controls owes, located in the Whitecap Public Improvement District and has no outstanding delinquencies for such assessments. 6. All conditions set forth in the Indenture (as defined in the Reimbursement Agreement) for the payment hereby requested have been satisfied. 7. The work with respect to the Authorized Improvements referenced below (or its completed segment) has been completed, and the City has inspected such Authorized Improvements (or its completed segment). EXHIBIT A - PAGE 1 1156.011\801090.6 8. The Developer agrees to cooperate with the City in conducting its review of the requested payment and agrees to provide additional information and documentation as is reasonably necessary for the City to complete said review. 9. No more than ninety-five percent (95%) of the budgeted or contracted hard costs for major improvements or any phase of Authorized Improvements identified may be paid until the work with respect to such Authorized Improvements (or segment) has been completed and the City has accepted such Authorized Improvements (or segment). One hundred percent (100%) of soft costs (e.g., engineering costs, inspection fees and the like) may be paid prior to City acceptance of such Authorized Improvements (or segment). Payments requested are as follows: a. X amount to Person or Account Y for Z goods or services. b. Etc. [If the Authorized Improvements are to be paid in part from one series of PID Bonds and in part from another, insert the following: As required by Section of the Indenture, the costs for the Authorized Improvements that constitutes the pro -rata share of such Authorized Improvements allocable to the designated Bonds shall be paid as follows: Authorized Improvements: Amount to be paid from Amount to be paid from Total Cost of Authorized Improvements Fund Fund Attached hereto are receipts, purchase orders, change orders, and similar instruments which support and validate the above requested payments. Also attached hereto are "bills paid" affidavits and supporting documentation in the standard form for City construction projects. Pursuant to the Reimbursement Agreement, after receiving this payment request, the City has inspected the Authorized Improvements (or completed segment) and confirmed that said work has been completed in accordance with approved plans and all applicable governmental laws, rules, and regulations. EXHIBIT A — PAGE 2 1156.011\801090.6 I hereby declare that the above representations and warranties are true and correct. ASHLAR INTERESTS, LLC a Texas limited liability company By: Title: EXHIBIT A - PAGE 3 1156.011\801090.6 APPROVAL OF REQUEST BY CITY The City is in receipt of the attached Certificate for Payment, acknowledges the Certificate for Payment, acknowledges that the Authorized Improvements (or its completed segment) covered by the certificate have been inspected by the City, and otherwise finds the Certificate for Payment to be in order. After reviewing the Certificate for Payment, the City approves the Certificate for Payment and shall [include said payments in the City Certificate submitted to the Trustee directing payments to be made from the appropriate account of the PID Project Fund] [direct payment from the PID Reimbursement Fund] to the Developer or to any person designated by the Developer. CITY OF CORPUS CHRISTI, TEXAS By: Name: Title: Date: EXHIBIT A - PAGE 4 1156.011\801090.6 Exhibit B FORM OF CLOSING DISBURSEMENT REQUEST The undersigned is an agent for (the "Developer") and requests payment to the Developer (or to the person designated by the Developer) from the Cost of Issuance Account of the Project Fund from (the "Trustee") in the amount of ($ ) to be transferred from the Cost of Issuance Account of the PID Project Fund upon the delivery of the PID Bonds for costs incurred in the establishment, administration, and operation of the Whitecap Public Improvement District No. 1 (the "District"), as follows. Unless otherwise defined, any capitalized terms used herein shall have the meanings ascribed to them in the Indenture of Trust by and between the City and the Trustee dated as of , 20 (the "Indenture") relating to the [INSERT NAME OF BONDS] (the "PID Bonds"). In connection with the above referenced payment, the Developer represents and warrants to the City as follows: 1. The undersigned is a duly authorized officer of the Developer, is qualified to execute this Closing Disbursement Request on behalf of the Developer and is knowledgeable as to the matters set forth herein. 2. The payment requested for the below referenced establishment, administration, and operation of the District at the time of the delivery of the PID Bonds have not been the subject of any prior payment request submitted to the City. 3. The amount listed for the below costs is a true and accurate representation of the Actual Costs associated with the establishment, administration and operation of the District at the time of the delivery of the PID Bonds, and such costs are in compliance with the Service and Assessment Plan. 4. The Developer is in compliance with the terms and provisions of the Reimbursement Agreement, the Indenture, the Service and Assessment Plan, and the Development Agreement. 5. All conditions set forth in the Indenture and the Reimbursement Agreement for the payment hereby requested have been satisfied. 6. The Developer agrees to cooperate with the City in conducting its review of the requested payment and agrees to provide additional information and documentation as is reasonably necessary for the City to complete said review. Payments requested hereunder shall be made as directed below: [Information regarding Payee, amount, and deposit instructions attached] I hereby declare that the above representations and warranties are true and correct. EXHIBIT B - PAGE 1 1156.011\801090.6 ASHLAR INTERESTS, LLC a Texas limited liability company By: Title: EXHIBIT B - PAGE 2 1156.011\801090.6 APPROVAL OF REQUEST BY CITY The City is in receipt of the attached Closing Disbursement Request, acknowledges the Closing Disbursement Request, and finds the Closing Disbursement Request to be in order. After reviewing the Closing Disbursement Request, the City approves the Closing Disbursement Request and shall include said payments in the City Certificate submitted to the Trustee directing payments to be made from Costs of Issuance Account upon delivery of the PID Bonds. CITY OF CORPUS CHRISTI, TEXAS By: Name: Title: Date: EXHIBIT B - PAGE 3 1156.011\801090.6 Whitecap Public Improvement District #1 Development Master Plan MASTER PLAN PID Creation, Assessments, and Administration Step 1 Step 2 Step 3 Step 4 Step 5 Step 6 Step 7 Step 8 Step 9 Owners of taxable real property within the proposed PID boundaries submit application for creation of PID to the City City Council adopts a resolution accepting the PID application and authorizes publication of notice of public hearing City publishes Notice of Public Hearing in newspaper City Council conducts Public Hearing concerning creation of PID City Council adopts a resolution creating the PID City Council files a copy of the creation resolution with the County Clerk. Note that a PID is not a separate governmental entity; it is governed by the City Council City Council adopts a resolution approving the preliminary service and assessment plan City Council adopts an ordinance levying assessments and approving a Service and Assessment Plan ("SAP") A third -party "PID Administrator" can assist with billing of assessments to property owners, collection of assessments, & administrative oversight of the PID August 2024 Approve a resolution determining the costs of improvements and approving a Preliminary Service and Assessment Plan (PSAP) for Improvement Area #i City publishes Notice of Public Hearing in newspaperto call a public hearing for February 13, 2024 Hold a public hearing, approve the Service and Assessment plan (SAP), the developer reimbursement agreement, and levy an assessment for Improvement Area #i Approve issuance of PID bonds for reimbursement of costs perthe SAP for Improvement Area #i Work Group ** All costs, including professional services, are paid by the Developer or assessment revenues. City Staff Developer (Ashlar Development) Underwriter (FMS Bonds, Inc) Financial Advisor (Specialized Public Finance, Inc.) Developer's Counsel (Shupe Ventura, PLLC) Underwriter's Counsel Bond Counsel (Norton Rose Fulbright US LLP) Property Owner (Diamond Beach Holdings, LLC) PID Consultant and Administrator (P3 Works, LLC) ** All costs, including professional services, are paid by the Developer or assessment revenues. Improvement Area 171, 06 1 .. - + ' 9 !J r 9, O I • r_ A `\., 9906.:. •�. s , t �3q pis 0p • r eb 9 If, Improvement Area#; Authorize Improvements Common to All Improvements Preserve -signage, lighting, hardscape, screening walls, trails, sidewalks, pathways, playgrounds, furnishings, irrigation systems and soft costs Improvement Area #1 Improvements Streets -roadways, lighting, signage and soft costs Drainage -storm drainage improvements and soft costs Water -improvements to provide water service to all lots in improvement area #1 including soft costs Wastewater -improvements to provide wastewater service to all lots in improvement area #1 including soft costs Bond Issuance Costs -debt service fund, capitalized interest, underwriters discount, and costs of issuance Other Costs -deposit to the administrative fund amount necessary to fund the first year's annual collection costs Service and Assessment Plan SAP SAP contains a listing of all allowed improvements, costs of the improvements, and the maximum assessment for each lot type Authorized Improvements Cost Preserve $3.2M Streets $17.1 Drainage $1.6M Water $1.7M Wastewater $3.2M Soft Costs $3.4M Community Amenities, Parks, & Landscaping $1o.7M Debt Service Reserve $1.8M Cost of Issuance, Underwriter's Discount, Admin Fund $2.4M Total $45.1M Funding PID Bonds -Improvement Area #1 $23.9M Future Improvement Area $2.4M Developer Contribution $18.8M Total $45.1M N ext Steps p August 2o24 -Approve issuance of $23.9M in PID bonds for Improvement Area #i Additional Information PID Overview ■ Authority: Chapter 372 of the Texas Local Government Code ■ Purpose: Improvements which benefit a defined area are paid with special assessments. New development pays for itself ■ Improvements: Improvements are paid from assessment revenues. Costs can be shared withTIRZ ■ Financing Options: "Pay-as-you-go" or bond financed. Under either financing option, funding comes exclusively from special assessments.. Special Assessment Bonds are non-recourse and are neither secured by nor payable from the City's general faith and credit Additional Information PID Authorized Improvements Public Infrastructure and Improvements including: ■ Pedestrian sidewalks, streets, any other roadways, or their rights-of-way ■ Parks ■ Water, Wastewater or Drainage Infrastructure ■ Easements for publicly owned utilities ■ Projects"similar" to this list ■ Expenses Incurred in Establishing, Administrating, and Operating the PID Background on Whitecap Public Improvement District i September zozz-Whitecap PID application was submitted on with the petition submitted February 2022 March zozz-City Council was briefed on the concepts of PIDs,Texas Local Government Code Chapter 372 and comparisons of economic development tools and the Whitecap Preserve Project was introduced April 2022 Ashlar Development introduced the Whitecap Public Improvement District #1 Public Hearing set to accept the Petition May zozz-Approved the creation of the Whitecap Public Improvement District #1 Since May 2022 the City Team has worked with the Whitecap Team to produce improvement plans with a list of anticipated improvements, a master development agreement, reimbursement agreement, finance plan, assessment plans and rolls, and service and assessment plan Additional Information Background on Whitecap Public Improvement D !strict October 2022-TIRZ #2 approved funding for $11.5 million in reimbursement for public infrastructure including: Two public pedestrian mobility bridges Commodores Drive mobility bridge Preserve community walking trail Aquarius Street box culvert water exchange and channel Encantada Avenue mobility bridge September 2o23-TIRZ #2 approved funding for an additional $14.o million in reimbursements for public infrastructure including: Additional funding for Commodores Bridge Aquarius Street water quality circulation aqueduct Kayak launches at public parks Aquarius Street canal walk Public mobility bridge at Park Road 22 Effluent water line to ponds in the Preserve and pond interconnectivity AGENDA MEMORANDUM First Reading at City Council Meeting of February 13, 2024 Second Reading at the City Council Meeting of February 20, 2024 DATE: February 13, 2024 TO: Peter Zanoni, City Manager FROM: Heather Hurlbert, CPA, CGFO Assistant City Manager Heatherh3@cctexas.com 361-826-3506 Jeff H. Edmonds, P. E., Director of Engineering Services jeffreye@cctexas.com (361) 826-3851 Ordinance amending the FY2024 CIP, adding a Scour Protection Project and appropriating funds from TIRZ #2 CAPTION: Ordinance amending the Capital Improvement Program to add the Whitecap and Gypsy Bridges Scour Protection Project; appropriating $1,500,000.00 from the unreserved fund balance in the TIRZ #2 Fund; and amending the FY 2024 Operating and Capital Budgets. SUMMARY: With the completion and dedication of the Don Patricio Bridge, concerns have been raised about fully opening the canal system and removing the earthen dams that are currently preventing flow and navigation. Fully connecting the canals will increase water exchange and enhance water quality. A consequence of increased flow is the potential for increased erosion. Analyses by two separate consultants confirm that the channel contractions at the Whitecap and Gypsy bridges will produce increased flow velocities once the canal system is fully interconnected. The expected flow velocities are sufficient that it warrants retrofitting scour protection countermeasures to the bridges. BACKGROUND AND PURPOSE: One of the benefits that was sought from the Don Patricio Bridge and the interconnection of the canal systems was greater water circulation which would improve the water quality and habitat. A potential downside of that is with increased water velocity, there is greater potential for scour. That is the phenomenon where the tractive forces of moving water displace soil particles in the sides and bottom of a channel. This is particularly problematic where the flow area is contracted at locations such as culverts and bridges. This can produce scour holes that threaten adjacent infrastructure. In August 2021, LJA Engineering in collaboration with Dr. Christopher Reed were commissioned by Diamond Beach Holdings to model the flows in the Whitecap NPI canals. In August of 2023, the City contracted LJA and Dr. Reed to prepare a supplemental report that would expand the study area to include key City assets and estimate peak velocities in the canal system based on some historical extreme events. PIPOA has separately contracted Anchor QEA to conduct a similar scope of work. One area of agreement between the two consultants was that increased flow velocities will occur at the Whitecap and Gypsy bridges. The Whitecap and Gypsy bridges were designed in the late 1960's. The City assumed responsibility for the bridges after annexation in 1981. The bridge designs do not incorporate any scour protection countermeasures. Additionally, the bulkheads protecting the bridge abutments are very shallow so that any scour that occurs would likely mine material from behind the bulkheads. That lost soil material could result in settlement, sinkholes and damage to the bridge abutments and approaches. In response to the scour concern, the City has engaged LJA on an existing MSA to provide a preliminary engineering report and cost estimate to retrofit scour protection and also address other existing maintenance deficiencies. LJA has advanced their work sufficiently to produce a budgetary cost estimate. This project and recommendation to amend the budget was approved by the TIRZ #2 board on January 23,2024. PROJECT TIMELINE: 2024 2024 2024 - 2025 February - June Design A Bid/Award Oct - Feb Construction The projected schedule reflects City Council award in January, with anticipated construction completion by Feb 2025. ALTERNATIVES: Not amending FY2024 CIP Plan and appropriating the funds could delay implementing scour protection measures at the Gypsy and Whitecap bridges. FISCAL IMPACT: The fiscal impact in FY 2024 is in the amount of $1,500,000.00 from the TIRZ #2 Fund. The monies will be appropriated to the TIRZ #2 Fund and transferred to the TIRZ #2 Capital Fund. From: To: Amount: TIRZ #2 Fund 1111-17-60000 Acct 548500 TIRZ #2 Capital Fund $1,500,000 Total: $1,500,000 FUNDING DETAIL: Fund: TIRZ #2 Capital Fund 3278 Organization: 89 - CIP Department: Infrastructure (17) Activity: 24032 - Whitecap and Gypsy Bridges Scour Protection Amount: $1,500,000.00 RECOMMENDATION: Staff recommend authorizing the request for additional funding in the amount of $1,500,000.00 from the TIRZ #2 Fund to support the Whitecap and Gypsy bridges scour protection project and amending the Adopted FY 2024 CIP Plan to include implementation of a Scour Protection Project for the Gypsy and Whitecap Bridges. LIST OF SUPPORTING DOCUMENTS: Ordinance Maps CIP Page Presentation Ordinance amending the Capital Improvement Program to add the Whitecap and Gypsy Bridges Scour Protection Project; appropriating $1,500,000.00 from the unreserved fund balance in the TIRZ #2 Fund; and amending the FY 2024 Operating and Capital Budgets. BE IT ORDAINED BY THE CITY COUNCIL OF THE CITY OF CORPUS CHRISTI, TEXAS: SECTION 1. The FY 2023-2024 Operating Budget, adopted by Ordinance No. 033151, is amended to appropriate $1,500,000.00 from the unreserved fund balance in the TIRZ#2 Fund (1111) and transferring to the TIRZ #2 Capital Improvement Fund (3278) and increase expenditures by $1,500,000.00. SECTION 2. The FY 2023-2024 Capital Budget, adopted by Ordinance No. 033152, is amended to increase revenue & expenditures by $1,500,000.00. SECTION 3. The Capital Improvement Program Plan is amended to add the Whitecap and Gypsy Bridges Scour Protection Project. Introduced and voted on the day of , 2024. PASSED and APPROVED on the day of , 2024. ATTEST: Paulette Guajardo, Mayor Rebecca Huerta, City Secretary Capital Improvement Plan City of Corpus Christi, Texas 2024 Him 2026 Project # 24032 Project Name Whitecap and Gypsy Bridges Scour Protection Type Reconditioning -Asset Useful Life 25 years Category Site Improvements Description Department TIRZ #2 Contact Director of Economic Development Priority Asset Condition\longevity Council District 4 Status Active astlo�e���tla�� ICeAcatlemy The project will retrofit scour protection and also address other existing maintenance deficiencies at the Whitecap and Gypsy bridges caused by increased water flow velocities once the canal system is fully interconnected. Justification With the completion and dedication of the Don Patricio Bridge, concerns have been raised about fully opening the canal system and removing the earthen dams that are currently preventing flow and navigation. Analyses by two separate consultants confirm that the channel contractions at the Whitecap and Gypsy bridges will produce increased water flow velocities once the canal system is fully interconnected. The expected flow velocities are sufficient that it warrants retrofitting scour protection countermeasures to the bridges. Expenditures Prior Years 2024 2025 2026 Total Construction/Rehab 1,200,000 1,200,000 Design 200,000 200,000 Eng, Admin Reimbursements 100,000 100,000 Total 1,500,000 1,500,000 Funding Sources Prior Years 2024 2025 2026 Total Tax Increment Finance District 1,500,000 1,500,000 Total Budget Impact/Other 1,500,000 1,500,000 There is no projected operational impact with this project at this time. Corpus Chr sti Engineering Whitecap Blvd & Gypsy Street Bridge Scour Protection Project City Council Meeting February 13, 2024 Whitecap Blvd & Gypsy Street Vicinity Map Bridge Failure Due to Scour Simplified Illustration Bridge Embankment Failure Zone Effective Pile Length Stre a m bed ASjSCFJ + LTD Source: FHWA Office of Bridges & Structures Gypsy Street Bridge Cross Section CONCRETE BRIDGE CONCRETE BULKHEAD 7 \G O •� CONCRETE PILES Gypsy Street Bridge Cross Section CONCRETE BRIDGE CONCRETE BULKHEAD 7 SOIL MINING ..4A,,. = �� SCOUR SOIL MIGRATION CONCRETE PILES Bridge Scour Protection Project Key Points • Project will address scour protection at both bridges. • Project will address other deficiencies identified in bridge inspection reports. • Erosion protection will be retrofitted underneath both bridges. • Total project cost is estimated at $1.5M. • This action will add the project to TIRZ #2 Project Plan. Questions 0 AGENDA MEMORANDUM First Reading Ordinance for the City Council Meeting February 13, 2024 Second Reading Ordinance for the City Council Meeting February 20, 2024 DATE: February 13, 2024 TO: Peter Zanoni, City Manager FROM: Kevin Smith, Director of Aviation KevinS4@cctexas.com (361) 826-1292 Ordinance authorizing a five-year lease agreement with Driscoll Children's Hospital for hangar and office space at Corpus Christi International Airport. CAPTION: Ordinance authorizing the City Manager to execute a five-year lease agreement with Driscoll Children's Hospital for hangar, office, storage, and parking space at Corpus Christi International Airport, with four one-year options to renew, in consideration of monthly lease payments of $4,164.48 in the first year and annual rate increases. SUMMARY: The proposed lease agreement is between the City of Corpus Christi and Driscoll Children's Hospital (DCH) for premises located at 320 International Drive at the Corpus Christi International Airport for a term of five years with four one-year renewal options. Lessee will occupy 180 square feet of storage, 3,000 square feet of office space, 3,120 square feet of hangar, 8,952 square feet of parking, 87,260 square feet of land, and 6,488 square feet of the apron. The leased premises will continue to serve as the hospital's on -airport base of operations for ambulance operations using ground vehicles, fixed -wing aircraft, and helicopters. The premises also includes training facilities, storage areas, and living quarters for staff who are on duty twenty-four hours per day. BACKGROUND AND FINDINGS: Driscoll Children's Hospital (DCH) was built in 1953 and serves as a primary hospital for children in Corpus Christi and surrounding areas such as Rio Grande Valle, Victoria, and Laredo. DCH has been an existing tenant at CCIA since 2017 and is in good standing. The current leased facility provides critical life-saving ground and air ambulance services for patients and their families. Driscoll uses its based ground ambulance and helicopter teams, and CCIA tenant Sterling Air Service provides contracted air ambulance services. The facility provides services across the state of Texas and will occasionally serve further locations including the Mayo Clinic in Rochester, Minnesota or the Children's Hospital and Medical Center in Omaha, Nebraska. The proposed rent is based on an expanded footprint and reclassification of improved space with a fixed annual escalation in rent. Total rent revenue is listed below. YEARLY BREAKDOWN OF RATE INCREASES TERM FISCAL YEAR MONTHLY COST ANNUAL COST Years 1-5 2023-24 $ 4,164.48 $ 49,973.76 2024-25 $ 4,800.84 $ 57,610.12 2025-26 $ 5,437.21 $ 65,246.48 2026-27 $ 6,073.57 $ 72,882.84 2027-28 $ 6,709.93 $ 80,519.20 Year 6 2028-29 $ 6,844.13 $ 82,129.58 Year 7 2029-30 $ 6,981.01 $ 83,772.18 Year 8 2030-31 $ 7,120.63 $ 85,447.62 Year 9 2031-32 $ 7,263.05 $ 87,156.57 ALTERNATIVES: The alternative includes leasing the facility to a different tenant or allowing Driscoll Children's Hospital to occupy the space on a month-to-month basis without a lease. FISCAL IMPACT: The proposed new lease agreement will provide CCIA with a total annual rent revenue of $49,973.76 for the first year and fixed escalations throughout the term of the lease. FUNDING DETAIL: Fund: 4610 Organization/Activity: 35000 — Airport Administration Department: 53 Project # (CIP Only): N/A Account: 320230 RECOMMENDATION: City staff recommends approval of this action item. LIST OF SUPPORTING DOCUMENTS: Ordinance Lease Agreement with Exhibits LEASE AGREEMENT BETWEEN THE CITY OF CORPUS CHRISTI AND DRISCOLL CHILDREN'S HOSPITAL This lease agreement the ("Lease") is made by and between the City of Corpus Christi ("City"), acting by and through its City Manager or his designee ("City Manager"), and Driscoll Children's Hospital ("Lessee"), a Texas non-profit corporation (each a "party" and collectively the "parties"). WHEREAS, the City owns the Corpus Christi International Airport ("Airport") and has the authority to lease land and improvements at the Airport; WHEREAS, the Airport is managed by the Director of Aviation ("Director"); and WHEREAS, the parties desire to enter into this Lease for land and improvements, to include the use of office space, hangar space, and parking spaces for the purpose of facilitating the provision of Lessee's aeronautical services. NOW, THEREFORE, in consideration of the terms, conditions, and mutual covenants contained in this Lease, the Parties agree as follows: Section 1. Premises. City leases to the Lessee the real property and existing improvements as depicted in the attached Exhibits A and B ("Premises"), such exhibits being incorporated by reference into this Lease, and physically located at 302 International Drive, Corpus Christi, Nueces County, Texas. The Premises are generally described as follows: approximately 87,260 square feet of aeronautical unimproved land, approximately 3,120 square feet of hangar space, approximately 3,000 square feet of office space associated with the hangar, approximately 180 square feet of storage space associated with the hangar, approximately 6,488 square feet of concrete apron, and approximately 8,952 square feet of uncovered vehicle parking area. The Premises are designated and known, for the sole purpose of locating and identifying the leased area granted by this instrument, as the "Driscoll Children's Hospital Ground Ambulance Service Facility." Section 2. Term. The term of this Lease is for five years and commences upon final approval of this Lease by the Corpus Christi City Council and execution of this instrument by the City Manager or his designee ("Effective Date" and "Initial Term"). At the end of the Initial Term of this Lease, the Lease shall automatically renew for an additional twelve-month period ("Renewal Term") if neither party to the Lease files notice to terminate the Lease Agreement 60 days prior to the expiration of the Initial Term. Following the expiration of the first Renewal Term, the Lease shall automatically renew for a second renewal term of 12 months and so on until the end of the fourth renewal period when such Lease shall expire by its own terms. Page 1 of 20 Section 3. Rent. A. So long as Lessee continually uses the entire Premises solely for Lessee's aeronautical use, the annual rent for the Premises is as shown in the table below, with the first year's rent totaling $49,973.76 and the first-year monthly rent being $4,164.48. The first month's rent shall be due on the Effective Date of this Lease Agreement. Subsequent monthly rental payments shall be due on the 1st of each month following the expiration of the initial month of the Lease. If Lessee fails to timely remit the monthly Lease payment on or before the due date, a late fee of $200.00 per incident will be assessed and payable by Lessee. Lessee may choose to pay the annual rent due in advance and in one payment at the beginning of the Lease term year. YEARLY BREAKDOWN OF RATE INCREASES TERM FISCAL YEAR MONTHLY COST ANNUAL COST Years 1-5 2023-24 $ 4,164.48 $ 49,973.76 2024-25 $ 4,800,84 $ 57,610,12 2025-26 $ 5,437,21 $ 65,246.48 2026-27 $ 6,073.57 5 72,882,84 2027-28 $ 6,709.93 $ 80,519.20 Year 6 2028-29 $ 6,844.13 $ 82,129.58 year 7 2029-30 $ 6,981.01 $ 43,772.18 Year 8 2030-31 $ 7,120.63 $ 85,447.62 year 9 203' -52 $ 7,263.05 $ 87,156.57 B. Rental rates for all Airport real properties are adjusted on a periodic cycle and are based on a fair market appraisal conducted by the City. The City reserves the right to adjust the rent in accordance with its adopted policy or Federal Aviation Administration ("FAA") requirements. For purposes of determining the fair market value by appraisal, the values determined by the appraiser will be final. C. Adjusted rental rates are effective beginning on the 61st day following completion of the final appraisal. D. Lease payments must be mailed to the City of Corpus Christi, P. 0. Box 9257, Corpus Christi, Texas 78469-9257 and received on or before the due date. Section 4. City and Lessee Representatives. The City Manager designates the Director as the agent to receive all rent, notices, and reports due under this Lease. The contact person and agent for the Lessee is Jeremy L. Goodman, Director — Critical Care Transport, or his successor, or as designated by the Lessee. Section 5. Use of Premises. A. Lessee shall have the right to use and occupy the Premises solely for the operation and support of Lessee's aeronautical services and shall use the Premises for no other purpose without the express written consent of the Director. Page 2 of 20 B. Lessee may not use or occupy, permit the Premises to be used or occupied, nor do or permit anything to be done in, on, or at the Premises in a manner that would, in any way, void or make voidable any insurance then in force with respect to the Premises or operations at the same or that would make it impossible to obtain the insurance required to be furnished by Lessee under this Lease. C. Lessee will not make any unlawful use of the Premises nor permit any unlawful use thereof and will not commit, or permit anyone else to commit, any act which is a nuisance or annoyance to the City or to adjacent property owners or tenants, or which might, in City's sole judgment, appreciably damage City's goodwill or reputation, or tend to injure or depreciate the value of the Premises or any improvements located thereon. D. City Temporary Use. Lessee acknowledges that the City reserves the right to temporarily use the Premises, at no cost to the City, as a pre- or post - emergency evacuation, storage, or operations facility if deemed necessary by the City Manager. E. City is not required to make any expenditure nor incur any obligation or liability of any kind whatsoever in connection with the financing, construction, maintenance, or repair of the Premises. F. Partial Destruction. If the Premises is partially damaged due to acts of God, fire, or other casualty to the extent that Lessee cannot use that portion of the Premises for its intended purpose, then, at Lessee's option, this Lease may be suspended or terminated until the damage is repaired. If the Lease is suspended, Lessee and City will mutually agree on a time period for Lessee to repair the damages to the Premises. If the Lease is terminated, the rent will be abated from the date of the casualty, provided, however, that Lessee must use its insurance proceeds to repair or replace the damaged Premises to its condition at the time of lease execution. Any remaining insurance proceeds after all repair costs have been expended and the Premises restored will be paid to Lessee. The City Manager is the sole judge of the extent of damage to the Premises. Section 6. Parking. Parking space is available adjacent to the office space, as shown in Exhibit B, on an exclusive basis and may be used for parking cars and other passenger motor vehicles used by the Lessee and its customers, guests, and patrons and persons or companies doing business with Lessee. Lessee acknowledges that use of the parking space shall fully comply with all of the Airport's rules and regulations for parking and vehicle usage at the Premises and adjacent parking areas and shall require users, customers, patrons, and guests of Lessee to do so as well. Section 7. Signs. Lessee may install City ordinance compliant signs on the Premises at its sole cost; provided, however, that the Lessee has obtained the Director's prior written consent as to the size, type, design, and location of these signs or other corporate identification, which consent shall not be unreasonably withheld or delayed. Page 3 of 20 Section 8. Right to Amend. If the FAA or its successor agency requires modifications or amendments to this Lease as a condition precedent to the granting of funds to the City for Airport improvements, Lessee agrees to consent to the modifications or amendments to the Lease as may be reasonably required, provided, however, Lessee will not be required to pay any increased rent, change the use of the Premises, or accept a relocation or reduction in the size of the Premises until Lessee and Airport have fully executed an amendment to this Lease that is mutually satisfactory to both parties regarding any terms or conditions of this Lease affected by said actions of the FAA. Section 9. Subordination to U.S./FAA Requirements. This Lease is subordinate to the provisions of any existing or future agreement between the City, acting through the Airport, and the United States of America relating to the operation or maintenance of the Airport, where the execution of the said agreement(s) is required as a condition to the expenditure of federal funds for the development of the Airport. If the effect of said agreement(s) with the United States, either under this Section 9 or under Section 8 above, is to remove any or all of the Premises from the control of Airport or to substantially destroy the value of the Premises, then this Lease shall terminate immediately without any further obligation on the part of City to Lessee. Section 10. Development of Improvements. A. Lessee shall not construct improvements upon the Premises without the prior written approval of the Director and the City's Director of Engineering Services. Where required by law, approval of the City is subject to the concurrence of the FAA. Any constructed improvements must substantially conform to the plans, specifications, and requirements approved by the City and FAA, if applicable. B. When required by the City, Lessee will furnish to the City two sets of complete plans and specifications for improvements proposed to be placed or constructed on the Premises and complete as -built plans following completion of construction. No work may be performed by Lessee or its contractors without the City's prior written approval of such plans, acting through its Director and its Director of Engineering Services. C. Lessee shall be solely responsible for filing all plans, drawings, and specifications for any planned improvements to the Premises to the City's Development Services Department and to the City's Aviation Department prior to beginning construction. Lessee shall be solely responsible for paying all plan review fees, permit fees, and inspection fees charged by the City or other governmental authority with jurisdiction. D. Upon termination of this Lease, ownership of any improvements constructed by Lessee on the Premises during the term of this Lease reverts to the City free and clear of all liens, claims, and other encumbrances or adverse interest in the Premises or the Improvements located thereon. Page 4 of 20 E. ANY APPROVALS BY THE CITY UNDER THIS SECTION, INCLUDING, BUT NOT LIMITED TO APPROVALS OF PLANS AND SPECIFICATIONS, INSPECTION OF WORK, DESIGN, OR CONSTRUCTION ARE NOT TO BE CONSTRUED AS A REPRESENTATION, WARRANTY, OR STATEMENT AS TO THE QUALITY, SOUNDNESS, OR SAFETY OF THE DESIGN AND CONSTRUCTION OF ANY OF THE IMPROVEMENTS (INCLUDING, WITHOUT LIMITATION, THE EXISTING IMPROVEMENTS) OR FACILITIES RELATED THERETO. Section 11. Lessee's Repair and Maintenance Obligations. A. Premises. Lessee, at its own expense, shall maintain the Premises and improvements in good appearance and in a good, safe condition. Lessee shall maintain all leasehold improvements on the Premises (including, without limitation, parking lots, sidewalks, roofs, walls, partitions, floors, ceilings, windows, doors, and glass, and all furnishings, fixtures, and equipment therein). Lessee shall provide janitorial service and maintenance to keep the interior and exterior of the Premises and improvements in a clean, attractive, and sanitary condition at all times. Any landscaping must be well- maintained and kept in a neat and tidy condition by the Lessee. Lessee shall repair any and all damage caused to real and personal property of City occurring on the Premises as a result of the willful or negligent acts or omissions of Lessee, its officers, employees, agents, guests, or invitees. B. Quality of Maintenance. It is the intent of the City and Lessee that the Premises and improvements will be repaired and maintained in a manner that shall keep the Improvements intact, in good repair, and in a condition so that said Improvements will be usable at the end of the Lease. Lessee must comply with the maintenance obligations and with all applicable governmental laws, rules, or regulations. The Director is the sole judge of the quality of Lessee's maintenance, which must be reasonable and consistent with other properties. The Director may at any time, during City's normal business hours, upon prior notice unless an emergency exists, enter upon the Premises to determine if the maintenance requirements of this Lease are being complied with by Lessee. The Director must notify Lessee in writing of any default in maintenance or repair. If the required maintenance or repair in the Director's notice to Lessee is not commenced within 10 business days after receipt of such written notice or is not diligently prosecuted to completion, the Director may, but is not obligated to do so, enter upon the Premises and perform the subject maintenance or repair. Lessee agrees to reimburse the Airport for its cost plus 15% administrative fee within 30 days after the Director's written demand therefore, together with copies of all paid receipts for such repairs and maintenance. Lessee will develop, within 30 days of execution of this Lease, a preventative maintenance plan regarding the improvements and provide a copy to the Director. C. Correct Hazards. Lessee must immediately correct or cause to be corrected any hazardous or potentially hazardous condition on the Premises upon knowledge thereof, or after receipt of notice from the Director. At the Director's reasonable discretion, the operations in the Premises, or affected portion of the Page 5 of 20 Premises, may be restrained or stopped until the hazardous or potentially hazardous condition is removed or corrected. Section 12. Security. Lessee, its officers, employees, agents, contractors, and invitees must comply with all applicable federal and local security regulations, as the same may be amended. To the extent allowed by law, Lessee covenants to indemnify and hold harmless City, its officers, and employees from any charges, fines, or penalties that may be assessed or levied by the FAA or Transportation Security Administration by reason of the negligent or intentional failure of Lessee, its officers, employees, agents, contractors, or invitees to comply with security regulations, regardless of whether the fine, charge, or penalty is levied against the City or the Lessee. Section 13. CFR Part 77 Requirements. Lessee covenants to comply with the notification and review requirements set out in Part 77 of the FAA Regulations 14 CFR Part 77, as amended, if Lessee plans to construct or modify any structure, antenna, or building located on the Premises or to be constructed on the Premises as an Improvement. Section 14. Control of Structures. Lessee shall not erect nor permit the erection of any structure, antenna, or building, nor permit the growth of any tree on the Premises, which has its highest point above a mean sea level elevation established by FAA and the City as a height limitation on said structure, antenna, building, or object. The City may enter the Premises and remove the encroaching structure, antenna, building, or object without notice and at the Lessee's expense plus an additional administrative charge of 15%. Section 15. Aerial Approaches. The Director may take any action necessary to protect the Airport's aerial approaches against obstruction, including the right to prevent Lessee from erecting or permitting to be erected any building or structure on or adjacent to the Airport which, in the Director's opinion, would limit the usefulness of the Airport or constitute a hazard to aircraft. Section 16. Hazardous Substances and Materials. A. For the purposes of this Lease, "hazardous substance or material" means and refers to one or more of the following: 1. Asbestos; 2. Any substance, material or waste defined as a "hazardous waste" pursuant to Section 1004 of the Resource Conservation and Recovery Act (42 U.S.C. Section 6901, et. seq.); 3. Any substance, material or waste defined as a "hazardous substance" pursuant to Section 101 of the Comprehensive Environmental Response, Compensation and Liability Act (42 U.S.C. Section 9601, et. seq.); Page 6 of 20 4. Any substance, material or waste defined as a "regulated substance" pursuant to Subchapter IX of the Solid Waste Disposal Act (42 U.S.C. Section 6991, et. seq.); and 5. Any substance, material or waste which is reasonably considered by the City to pose an actual or potential threat to persons or property in, around, or on the Premises. B. Lessee shall comply with all environmental laws, rules, regulations, orders and permits applicable to the use of the Premises and improvements including, but not limited to, required National Pollutant Discharge Elimination System Permits and all applicable laws relating to the use, storage, generation, treatment, transportation, or disposal of hazardous or regulated substances. Except for the hazardous substances governed by and transported in full compliance with the transportation laws of the state or federal government, Lessee must not knowingly use, store, generate, treat, transport, or dispose of any hazardous or regulated substances, materials, or waste on or near the Premises without the Director's prior written approval and without first obtaining all required permits and approvals from all authorities having jurisdiction over the operations conducted on the Premises. No fuel storage tanks shall be located or permitted on the Premises. C. If Lessee determines that a threat to the environment including, but not limited to, a release, discharge, spill or deposit of a hazardous substance or material as defined herein has occurred or is occurring which affects or threatens to affect the Premises or the persons, structures, equipment, or other property upon the Premises or the Airport, Lessee must immediately notify by oral report in person or by telephone, to be promptly confirmed in writing, the Director. Lessee must cooperate fully with the Director in promptly responding to, reporting, and remedying a threat to the environment including, without limitation, a release or threat of release of a hazardous or regulated substance into the drainage system, soil, ground or surface water, waters, or atmosphere in accordance with applicable law or as authorized or approved by any federal, state, or local agency having authority over environmental matters. D. Lessee shall keep a readily accessible file of Safety Data Sheets ("SDS") for each hazardous material or substance on the Premises or transported, in accordance with federal and state transportation laws, which file must be posted and immediately available to any Airport employee who responds to a report of a discharge of a hazardous substance or material on the Premises. Lessee will require any operator of the facilities on the Premises to use best efforts to determine which hazardous substance or material was accidentally discharged and ensure that the SDS sheet is available for the first responders to the Premises. E. Lessee will cause prompt remediation and the payment of all costs associated with any action or inaction of Lessee that directly or indirectly prevents the City, acting through the Airport, from materially conforming to all then applicable environmental laws, rules, regulations, orders, or permits relating to the Premises. The Page 7 of 20 rights and obligations set forth in this section shall survive the expiration or earlier termination of this Lease. F. Lessee shall furnish to the Director, within five days of receipt by Lessee, copies of any and all notices or correspondence directed to Lessee or any other party at the Premises from any governmental entity, other entity, or person indicating a violation or possible violation of any laws, rules, or regulations including, without limitation, any law, rule, or regulation regarding any hazardous substance or material (as such term is defined in this Lease). Section 17. Nondiscrimination/Affirmative Action. A. Nondiscrimination -General. Lessee for itself, and as a requirement for any sublessee, their personal representatives, successors in interest, and assigns, as a part of the consideration hereof covenants that: (1) no person on the grounds of race, creed, color, religion, sex, age, national origin, handicap, or political belief or affiliation will be excluded from participation in, denied the benefits of or otherwise be subjected to discrimination in the use of the Premises; (2) in the construction of any improvements on, over, or under the Premises and the furnishing of services thereon, no person on the grounds of race, color, religion, sex, age, national origin, handicap, or political belief or affiliation will be excluded from participation in, denied the benefits of, or otherwise be subject to discrimination; (3) Lessee will cause to the best of its ability the Premises and Improvements to be in compliance with all other requirements imposed by or pursuant to 14 CFR Part 152, Subpart E Non Discrimination in Aid Program and Title VI of the Civil Rights Act of 1964 and 49 CFR, Subtitle A, Part 21, Nondiscrimination in Federally Assisted Programs of the Department of Transportation, and as said Title and Regulations may be amended, and with other applicable state or federal laws or regulations, as amended. B. Nondiscrimination -Business Owner. This agreement (aka Lease) is subject to the requirements of the U.S. Department of Transportation's regulations, 49 CFR Part 23. The concessionaire or contractor (Lessee) agrees that it will not discriminate against any business owner because of the owner's race, color, national origin, or sex in connection with the award or performance of any concession agreement, management contract, or subcontract, purchase or lease agreement, or other agreement covered by 49 CFR Part 23. The concessionaire or contractor (Lessee) agrees to include the above statements in any subsequent concession agreement or contract covered by 49 CFR Part 23 that it enters and causes those businesses to similarly include the statements in further agreements. C. Remedy for Breach. If the Lessee is found by a final verdict of a court of competent jurisdiction to have deliberately breached a non-discrimination covenant, or to have permitted any sublessee to deliberately breach a non-discrimination covenant, the City may immediately enforce the remedies directed by the Court's decision, which may include the City's right to reenter the Premises, retake possession thereof, and terminate the Lease. This provision is not effective until the procedures of Title 49, Code Page 8 of 20 of Federal Regulations, Part 21 are completed, including exercise of any rights to appeal. D. Affirmative Action. The Lessee will undertake any affirmative action program if required by 14 CFR Part 152, Subpart E, to ensure that the Lessee will not exclude any person from participating in any employment activity covered by 14 CFR Part 152, Subpart E, on the grounds of race, creed, color, national origin, sex, age, or disability. The Lessee will not exclude any person on these grounds from participation in or the receipt of the service or benefit of any program or activity covered by the subpart. The Lessee further understands that it will require its covered sub organizations, if any, to provide assurances to the City that they will also undertake any required affirmative action programs, if required, and require assurances from their sub - organizations, if required pursuant to 14 CFR Part 152, Subpart E. Lessee, at no expense to the City, shall comply with any applicable requirements of the Americans with Disabilities (ADA), as it may be amended, with respect to the Premises and its improvements. Section 18. Compliance with Laws. A. General. Lessee covenants to promptly observe, comply with and execute, and shall cause any sublessee to promptly observe, comply with and execute, the provisions of any and all present and future governmental laws, ordinances, rules, regulations, requirements, orders and directions applicable to the use and occupancy of the Premises. A breach of this covenant, which is not remedied within any permitted cure period, may be cause for City's exercising its rights under the Lease. B. Federal. Lessee shall comply and shall require any sublessee to comply with all applicable federal laws, rules, and regulations including, without limitation, the Drug Free Workplace Act, the Violence in the Workplace Act, the Americans with Disabilities Act, and any other acts the U.S. Congress passes that apply to the uses and operations at the Premises. C. State. Lessee shall comply with all applicable laws, rules, and regulations of the State of Texas. D. Local. Lessee shall comply with all applicable City ordinances, and rules and regulations promulgated by the Director. Section 19. Acceptance of Premises Disclaimer. LESSEE ACKNOWLEDGES THAT IT IS LEASING THE PREMISES "AS IS" WITH ALL FAULTS INCLUDING, BUT NOT LIMITED TO, ANY AND ALL POLLUTANTS, ASBESTOS, UNDERGROUND STORAGE TANKS, AND ANY OTHER HAZARDOUS MATERIALS AS MAY EXIST ON THE PREMISES AND THAT NEITHER CITY NOR ANY EMPLOYEE OR AGENT OF CITY HAS MADE ANY REPRESENTATIONS OR WARRANTIES AS TO THE CONDITION OF SUCH PREMISES. LESSEE ACKNOWLEDGES AND AGREES THAT LESSEE HAS BEEN PROVIDED, TO ITS SATISFACTION, THE Page 9 of 20 OPPORTUNITY TO INSPECT THE PREMISES FOR ANY DEFECTS AS TO THE SUITABILITY OF SUCH PROPERTY FOR THE PURPOSE TO WHICH LESSEE INTENDS TO PUT THE PREMISES AND IS RELYING ON ITS OWN INSPECTION. THIS LEASE IS SUBJECT TO ALL COVENANTS, EASEMENTS, RESERVATIONS, RESTRICTIONS, AND OTHER MATTERS OF RECORD AND NOT OF RECORD APPLICABLE TO THE PREMISES. Section 21. City's Obligations. A. City agrees to operate the Corpus Christi International Airport as a public airport during the term of this Lease, subject to the assurances given by the City to the United States Government. B. In exchange for Lessee's promise to maintain the Premises, the City agrees to make water and wastewater services available to the Premises property line on the same basis as it is made available to all businesses operating at the Airport. Lessee must procure and pay for all utility usage, such as gas, water, wastewater, cable, Internet, and telephone charges that are supplied to the Premises during the term of the Lease as the charges become due and payable. IN NO EVENT WILL THE CITY BE LIABLE FOR ANY INTERRUPTION OR FAILURE IN THE SUPPLYING OF ANY UTILITIES TO THE PREMISES, INCLUDING THOSE WHICH THE CITY HAS AGREED TO FURNISH. C. If City causes Lessee's ingress or egress to be interrupted for more than twenty-four (24) hours, the City will consider rent reduction for days of non-use. Section 22. Insurance. Lessee must provide insurance in the amounts and types of coverages required by the City's Risk Manager or the Risk Manager's designee ("Risk Manager") as are set out in the attached Exhibit C, the content of which is incorporated into this Lease as if set out herein in its entirety. Lessee must cause certificate(s) of insurance to be provided to the Director and Risk Manager not less than 30 days prior to the annual anniversary date of the Effective Date of this Lease. The Risk Manager will annually assess the level and types of insurance required by the Lessee. The Risk Manager may increase or decrease the level or types of insurance by giving Lessee notice not less than 60 days prior to the annual anniversary date of the Effective Date of the Lease. Lessee shall have 30 days to procure the changed insurance and provide written proof of insurance to the Director and Risk Manager. Section 23. Indemnification. A. TO THE EXTENT PERMITTED BY APPLICABLE LAW, AND WITHOUT WAIVING ANY DEFENSES, EACH PARTY ("INDEMNITOR") SHALL INDEMNIFY, HOLD HARMLESS, AND DEFEND THE OTHER, ITS OFFICERS, EMPLOYEES, REPRESENTATIVES, AND AGENTS (COLLECTIVELY, "INDEMNITEES") FROM AND AGAINST ANY AND ALL LIABILITY, LOSS, CLAIMS, DEMANDS, LIENS, JUDGMENTS, FINES, PENALTIES, AWARDS, LAWSUITS, Page 10 of 20 CAUSES OF ACTION, AND EXPENSES OF ANY NATURE WHATSOEVER INCLUDING, BUT NOT LIMITED TO, STRICT LIABILITY CLAIMS AND ALL EXPENSES OF LITIGATION (INCLUDING MEDIATION AND ARBITRATION), COURT COSTS, REASONABLE ATTORNEYS' FEES, AND EXPERT WITNESS FEES, ON ACCOUNT OF PERSONAL INJURIES (INCLUDING WORKERS' COMPENSATION AND DEATH CLAIMS), PROPERTY LOSS OR DAMAGE, OR ANY OTHER KIND OF DAMAGES, WHICH ARISE OUT OF ANY ACT OR OMISSION OF THE INDEMNITOR OR ITS OFFICERS, EMPLOYEES, REPRESENTATIVES OR AGENTS UNDER THIS LEASE OR THE PERFORMANCE OF THIS LEASE.. INDEMNITOR MUST, AT ITS OWN EXPENSE, INVESTIGATE ALL CLAIMS AND DEMANDS, ATTEND TO THEIR SETTLEMENT OR OTHER DISPOSITION, DEFEND ALL ACTIONS BASED THEREON WITH COUNSEL SATISFACTORY TO INDEMNITEES, AND PAY ALL CHARGES OF ATTORNEYS AND ALL OTHER COSTS AND EXPENSES OF ANY KIND ARISING FROM OR OUT OF ANY OF SAID LIABILITY, LOSS, CLAIMS, DEMANDS, SUITS, CAUSES OF ACTION, OR DAMAGES. THE INDEMNIFICATION OBLIGATIONS OF LESSEE UNDER THIS SECTION SURVIVE THE EXPIRATION OR EARLIER TERMINATION OF THIS LEASE. B. Notice of Claim or Action. Notwithstanding the above indemnifications, Lessee must give the Director and Risk Manager written notice of any accident or other matter covered under this section and forward to the Director and Risk Manager copies of every notice, demand, claim, summons, or other process communication received within 10 days of Lessee's receipt of same. Section 24. Assignment and Sublease. A. Lessee shall not assign this Lease or sublease the Premises or any part thereof or mortgage, pledge, or hypothecate its leasehold interest, or grant any concession or license within the Premises without the express prior written consent of the City, such consent being within the sole discretion of the City, and any attempt to do any of the foregoing shall be void and of no effect. In the event of any such assignment or sublease, attempted assignment or sublease, or should Lessee, in any other nature of transaction, allow or attempt to allow anyone to occupy the Premises or any portion thereof, City shall upon such occurrence have the right and option to terminate and cancel this Lease effective upon 10 days written notice to Lessee given by City at any time thereafter, and City may terminate and cancel either as to the entire Premises or as to only the portion thereof which Lessee assigned, subleased, attempted to assign or sublease, or otherwise allowed some other party's occupancy. Lessee shall be liable for payment of the fair market value of rents for the portion of the Premises used without consent of the City, such fair market value to be determined by review of the Airport's current property appraisal report. In the event the City elects to terminate this Lease as to the aforesaid portion of the Premises, then the rent as to the remainder of the Premises may thereafter be reduced as appropriate and as determined by the City. This prohibition against assigning, subletting, attempting to assign or sublet, and allowing or attempting to allow occupancy by another without the City's consent is to be construed Page 11 of 20 to include a prohibition against any assignment, subletting, or occupancy by operation of law. B. In any case where the City consents to a sublease of the leasehold, Lessee will remain liable for the performance of all terms, conditions, covenants, duties, and obligations of this Lease including, without limitation, the obligation to pay any and all sums required by this Lease to be paid and faithful adherence and performance of all indemnity provisions provided in this Lease. Section 25. Termination. A. Termination by Lessee. Without limiting any other rights and remedies to which Lessee may be entitled by common law, statutory law, or as elsewhere provided in this Lease, this Lease may be terminated by Lessee at any time upon the occurrence of one or more of the following events: 1. The City's permanent abandonment of the Airport; 2. The lawful assumption by the U.S. Government, or any authorized agency thereof, of the operation, control, or use of the Airport, or of any substantial part or parts thereof, which substantially restricts the Lessee from operating at the Premises for a minimum of 180 days; or a. The issuance by any court of competent jurisdiction of an injunction that prevents or restrains the use of the Airport or the Premises that continues for at least 180 days; or b. The default by the City in the performance of any covenant or obligation to be performed by the City and such failure to remedy the default continues for a period in excess of 60 days after receipt from Lessee of written notice to remedy the same. B. Termination by City. Without limiting any other rights and remedies to which City may be entitled at common law, statutory law, or as elsewhere provided in this Lease, this Lease may be terminated by the City if Lessee: 1. Is in arrears in payment the rent, fees, or other charges due under the Lease for 10 days or more; 2. Becomes insolvent, takes the benefit of any present or future insolvency statute; makes a general assignment for the benefit of creditors; files a voluntary petition in bankruptcy or a petition or answer seeking a reorganization or the readjustment of its Indebtedness under the federal bankruptcy laws or under any other law or statute of the United States or of any state thereof; or consents to the appointment of a receiver, trustee, or liquidator of all or substantially all of its property; Page 12 of 20 3. Has a petition filed under any part of the federal bankruptcy laws, or any action sought under any present of future insolvency law or statute, against Lessee and which is not dismissed within 30 days after the filing date; 4. Abandons the Premises ["abandon" shall mean failing to use the Premises for aeronautical activities and services as defined in current FAA Order 5190.6B FAA Airport Compliance Manual] for a period in excess of 90 days; or 5. Otherwise defaults in the performance of any other material covenant of this Lease and continues the default for 30 days, or such other time as may be provided herein, after receipt of written notice from the Director of the default. If the default cannot reasonably be cured within said 30 days or within any other time as set out in the notice of default, Lessee shall not be deemed in default if Lessee commences the remedy process with the applicable period and thereafter diligently prosecutes the same to completion with a reasonable time period as agreed to by the Director; otherwise, Lessee will be determined to be in default. C. City's Right to Entry upon Termination. If the Lease is terminated, the City may enter upon the Premises. In the event of termination, the Director may enter onto the Premises to remove any and all persons or property from the Premises and place any property in storage for the account of and at the expense of Lessee. Excluding personal property provided at the Premises by the City which forms part of the granted use under this Lease, all personal property on the Premises except Protected Health Information (PHI) as defined by the Health Insurance Portability Accountability Act (HIPAA) is hereby subjected to a contractual landlord's lien to secure payment of delinquent rent and other sums due and unpaid under this Lease, any and all exemption laws are hereby expressly waived in favor of said landlord's lien; and it is agreed that said landlord's lien is not a waiver of any statutory or other lien given, or which may be given, to City but is in addition thereto. In the case of termination by either party, if Lessee fails to remove any of its furniture, fixtures, equipment, or other personal property from the Premises within 10 days following the termination of this Lease, Director may, at his option, take title to said personal property, remove the same, and sell the property found on the Premises at a public or private sale with proceeds of the sale applied first to the cost of the sale, then to the cost of storage of the property, if any, and then to the indebtedness of Lessee, with the surplus, if any, to be mailed to Lessee at the address herein designated. To the extent allowed by law, Lessee further agrees to indemnify and hold harmless City, including its officers, agents, and employees, from and against any loss or damage or claim arising out of City's action in collecting monies owed to it under this paragraph, except for any loss, damage, or claim caused by the gross negligence or willful misconduct of City or its employees. D. Notice of Termination. If an event of material default occurs, and after due written notice identifying the default, the defaulting party has failed to cure or failed to commence to cure, the complaining party may at any time after the expiration of any such cure period terminate this Lease by providing written notice of termination to the Page 13 of 20 defaulting party. The Lease will be terminated on the date specified in the notice but not sooner than 10 business days after the postmarked date of the notice. E. Improvements Revert to City. Except for the right of Lessee to remove personal property at the expiration of the Lease, ownership of all improvements placed or constructed on the Premises by Lessee revert to the City upon the expiration or earlier termination of this Lease. Section 26. Re -delivery of Premises. Upon the expiration or earlier termination of this Lease, Lessee shall deliver the Premises to the City peaceably, quietly, and in as good condition as the same now are or may be hereafter improved by Lessee or City, normal use and wear excepted. Section 27. Holdover. Any holding over by Lessee of the Premises after the expiration of this Lease will be on a month-to-month tenancy at sufferance not to exceed 18 months, at the then current monthly rent amount, and subject to surrender upon 30 days' prior written notice. Failure to timely surrender the Premises following written notice subjects Lessee to a monthly holdover fee of 125% of the then -current fair market rental value for the Premises. Section 28. Notices. A. With the exception of immediate notices to be provided to the City under the hazardous materials/substances provision of Section 16 and the indemnification provisions of Section 23 of this Lease, all notices required to be sent under this Lease are deemed sufficient if in writing and sent by certified mail, return receipt requested, postage prepaid, or by overnight delivery service with proof of delivery, or delivered in person, and as properly addressed below: If to City: If to Lessee: Copy to: Director of Aviation Corpus Christi International Airport 1000 International Drive Corpus Christi, TX 78406 Driscoll Children's Hospital Attn: President and Chief Executive Officer 3533 South Alameda Corpus Christi, TX 78411 Driscoll Children's Hospital Attn: Legal Department 3533 South Alameda Corpus Christi, TX 78411 Page 14 of 20 B. Either party may change the address to which notice must be addressed under this section by providing the other party with notice of the new address within 10 days of the change under any of the methods set out in this section. Section 29. Disclosure of Interest; Conflicts of Interest. A. The City's Code of Ordinances, Section 2-349, as amended, requires all persons seeking to do business with the City to complete and provide a "Disclosure of Interest" form of the type attached to this Lease as Exhibit D. The content of the completed Exhibit D by Lessee is incorporated into this Lease by reference as if fully set out in this section. Lessee is obligated to provide an updated Disclosure of Interest should any information submitted in Exhibit D and incorporated into this Lease by reference change during the pendency of this Lease for approval by the City Council and prior to the City's execution of the same. B. Additionally, Lessee agrees, in compliance with Texas statutory requirements, to electronically complete and file Form 1295 "Certificate of Interested Parties" on the Texas Ethics Commission's website and to provide the certified, executed, and notarized form to the City as a condition of this Lease. Section 30. General Provisions. A. Mineral Rights. The City expressly reserves all water, gas, oil, and mineral rights in and under the soil beneath the Premises in which it holds an interest and reserves the right to conduct or provide for testing and removal of any such City - owned water, gas, oil, or minerals from the Premises. B. No Waiver of Forfeiture. Any failure or neglect of the City or Lessee at any time to declare a forfeiture of this Lease for any breach or default whatsoever hereunder does not waive City's or Lessees right thereafter to declare a forfeiture for like or other or succeeding breach or default. C. Force Majeure. Neither City nor Lessee will be deemed to be in breach of this Lease if either is prevented from performing any of its obligations under this Lease by reason of force majeure, provided however that nothing in this paragraph shall excuse the Lessee from the prompt payment of any rental payments except as may be expressly provided in this Lease and further provided that the party relying on this paragraph shall provide written notice to the other party of the force majeure event within 3 business days of such event. "Force Majeure" for the purposes of this Lease means any prevention, delay, or stoppage due to strikes, lockouts, labor disputes, acts of God to include severe inclement weather and sustained periods of rain or snow, civil commotion, fire or other casualty, and other causes beyond the reasonable control of the party obligated to perform and claiming the force majeure. Failure of a party to provide timely notice of an event of force majeure, pursuant to this paragraph, waives force majeure as a defense to nonperformance. Page 15 of 20 D. Rules and Regulations. City has adopted minimum operational standards ("Minimum Standards") and rules and regulations ("Rules and Regulations"), which shall govern Lessee in the use of the Premises and all common facilities, a copy of each of which has been furnished to the Lessee and are incorporated herein by reference. Lessee agrees to comply fully at all times with these governing documents. City, in its sole discretion, shall have the right to amend, modify, and alter these Minimum Standards and Rules and Regulations from time to time in a reasonable manner and may introduce other regulations as deemed necessary for the purpose of assuring the safety, welfare, convenience, and protection of property of City, Lessee, and all other tenants and customers of the Airport; provided, however, that City shall give Lessee reasonable advance notice of any such amendments, modifications, or alternations of the Minimum Standards and Rules and Regulations. E. Venue. Venue for any action brought under this Lease lies in Nueces County, Texas, where the Lease was executed and will be performed. F. No Third Party Benefit. No provision of this Lease creates a third -party claim against the City or the Lessee beyond that which may legally exist in the absence of any such provision. G. Permits, Licenses, and Taxes. Lessee shall procure all permits and licenses, pay all charges, fees, and applicable taxes including, but not limited to, all payroll taxes, Medicare taxes, FICA taxes, unemployment taxes, and all other related taxes according to Internal Revenue Circular E "Employer's Tax Guide," Publication 15, as it may be amended, and give all notices and respond to all communications that are necessary and incident to the due and lawful conduct of business at and occupancy of the Premises by Lessee. Lessee must provide proof of payment of any tax within 10 days after the City Manager's written request for the same. H. Trash and Refuse. Lessee must arrange for the collection and lawful disposal of all trash and other refuse resulting from operations on the Premises; must provide and use suitable receptacles approved by the Director for all trash and other refuse generated by the use of the Premises; must prohibit the piling of boxes, barrels, or other similar items in or within view from a public area; and must pay, or cause to be paid, the costs associated with trash removal and disposal. 1. Delegation. Any obligations of the Lessee required by this Lease may be delegated to any approved sublessee by the terms of the sublease agreement between the parties, provided, however, that any such delegation shall not relieve Lessee of its liability, responsibilities, and obligations under this Lease. J. Publication. Lessee must pay all newspaper publication costs, if any, for this Lease as required by the City Charter. Page 16 of 20 K. Incorporation of Exhibits. All exhibits referred to in this Lease are intended to be and hereby are specifically made a part of this Lease. Exhibit A - Site Location Plan Exhibit B - Leased Premises Exhibit C - Insurance Requirements Exhibit D - Disclosure of Interest L. Incorporation of Required Provisions. City and Lessee incorporate herein by this reference all provisions lawfully required to be contained herein by any governmental body or agency. M. Nonexclusive Rights. It is understood and agreed that nothing herein contained shall be construed to grant to Lessee any exclusive right or privilege within the meaning of Section 308 of the Federal Aviation Act, as amended, for the conduct of any activity on the Airport, except that, subject to the terms and provisions hereof, Lessee shall have the right to exclusive possession of the Premises. N. Removal of Disabled Aircraft. Lessee shall promptly remove any disabled aircraft that is in the care, custody, or control of Lessee from any part of the Airport (other than the Premises) including, without limitation, runways, taxiways, aprons, and gate positions and place any such disabled aircraft in a storage area as may be designated by the Director. Except as to aircraft subject to bailment and/or for which Lessee is owed money from a customer, Lessee may store such disabled aircraft only for such length of time and on such terms and conditions as may be established by City. If Lessee fails to remove any of disabled aircraft promptly, the Director may, but shall not be obligated to, cause the removal of such disabled aircraft, provided, however, the obligation to remove or store such disabled aircraft shall not be inconsistent with federal laws and regulations and Lessee agrees to reimburse City for all costs of such removal, and Lessee further hereby releases City from any and all claims for damage to the disabled aircraft or otherwise arising from or in any way connected with such removal by City unless caused by the negligence or recklessness of City. 0. Airport Access License/Permit. City reserves the right to establish a licensing or permit procedure for vehicles requiring access to the Airport operational areas and to levy directly against Lessee or its suppliers a reasonable regulatory or administrative charge (to recover the cost of any such program) for issuance of such Airport access license or permit. P. Reservations re: Airspace. There is hereby reserved to the City, its successors, and assigns, for the use and benefit of the public, a right of flight for the passage of aircraft in the airspace above the surface of the Premises. Page 17 of 20 Q. Inspection of Books and Records. 1. Upon written request from an authorized representative of the City, Lessee agrees to make the books and records applicable to Lessee's obligations under this Lease available to the City or its authorized representative for review at a mutually agreeable time and place. 2. Until the expiration of four years after the furnishing of Services of the parties' Original Lease and this Lease, City shall make available, upon written request of the Secretary of Health & Human Services ("HHS"), or upon request of the Comptroller General of the United States, or any of their duly authorized representatives, this Agreement, and books, documents, and records of such party that are necessary to certify the nature and extent of such costs. If City carries out any of the duties of the Agreement through a subcontract with a value of $10,000.00 or more over a 12 -month period with a related individual or organization, City agrees to include this requirement in any such subcontract; and if City receives a request or demand to disclose any books, documents or records relevant to this Agreement for the purpose of an audit or investigation, City shall immediately (and no later than two business days after receipt of such request or demand) notify Lessee in writing of the nature and scope of such request or demand. City shall make available to Lessee, upon written request of Lessee, all such books, documents, or records. R. Independent Contractor. Lessee is not an employee or agent of the City by reason of this Lease or otherwise. Lessee shall be solely responsible for its own acts and omissions and the acts and omissions of its employees, representatives, agents, contractors, and subcontractors arising from or relating to its operations or activities at the Airport or the lease of the Premises. S. Authority of Lessee. Lessee warrants and represents that it has the right, power, and legal capacity to enter into and perform its obligations under this Lease, and no approvals or consents of any additional persons are necessary in connection with it. The execution, delivery, and performance of this Lease by the undersigned Lessee representative have been duly authorized by all necessary corporate action of Lessee, and this Lease constitutes a legal, valid, and binding obligation of Lessee, enforceable in accordance with its terms. T. Authority of the Director of Aviation. The Director shall administer this Lease on behalf of City. Whenever this Lease calls for approval by the City, such approval shall be evidenced, in writing, by either the Director or by the City Manager if so required by the City's City Charter. In no event shall this language be considered a waiver by Lessee to object to decisions made by the Director which the Lessee considers to be arbitrary, capricious, or inconsistent with any express obligations to act reasonably as set forth in this Lease. U. Consent. Unless stipulated otherwise herein, whenever the consent or approval of either party is required or authorized under this Lease, such consent or Page 18 of 20 approval shall not be unreasonably withheld, unreasonably conditioned, or unreasonably delayed. V. Net Lease. It is the intent and purpose of the City and Lessee that all rent payable by Lessee shall be absolutely net to the City so that this Lease shall yield to City the entire rent specified, in each year of this Lease, free of any charges, assessments, impositions, or deductions of any kind or character which may be charged, assessed, or imposed on or against Lessee or the Premises and without abatement, deduction, or set-off by Lessee (other than the Section 3 abatement, in accordance with this Lease). W. Noise Control. Lessee, for itself and each of its officers, representatives, agents, employees, contractors, subcontractors, invitees, guests, and suppliers shall not conduct any operation or activity on the Premises, or elsewhere at, in, or on the Airport in which the sound emitting therefrom is of such volume, frequency, or intensity at such time as to constitute a nuisance. The Director shall have the sole authority to determine what constitutes a nuisance under the provisions of this Lease, except those operations and activities having noise levels not in violation of federal, State, or local governmental standards shall not be deemed a nuisance. X. Time is of the Essence. Time shall be of the essence in complying with the terms, conditions, and provisions of this Lease. Y. Vehicular Parking. Vehicular parking in the areas included in the Premises shall be restricted to parking directly related to Lessee's operations on the Premises by Lessee, its officers, employees, representatives, agents, contractors, subcontractors, invitees, guests, and suppliers. Access to vehicular parking areas within the Premises shall be coordinated through the Airport's overall parking management program. Section 31. Entire Agreement This Lease comprises the final and entire understanding and agreement, including all terms and conditions included herein, between the parties hereto and supersedes all other agreements, oral or otherwise, regarding the subject matter hereof, none of which shall hereafter be deemed to exist or to bind the parties hereto. The parties intend that neither shall be bound by any term, condition, or representation not herein written. (EXECUTION PAGE FOLLOWS) Page 19 of 20 EXECUTED IN DUPLICATE ORIGINALS on the dates indicated below. CITY OF CORPUS CHRISTI DRISCOLL CHILDREN'S HOSPITAL Heather Hurlbert, Eric Hamon, Assistant City Manager President & Chief Executive Officer Date: Date: ATTEST Rebecca Huerta, City Secretary Date: Approved as to form: Assistant City Attorney for Miles Risley, City Attorney 2/1/2024 Page 20 of 20 Driscoll Children's Hospital II s CC!A Corpus Christi International Airport EXHIBIT A DRISCOLL CHILDREN'S HOSPITAL SITE LOCATION PLAN 320 International Drive Prepared by: Randy Schumann Approved by: Kevin Smith Not to Scale Sheet No. 1 of 1 Date: 05/03/2023 LEGEND Hangar Offices Storage Concrete Apron Unimproved Land Vehicle Area (3,120 sq. ft.) (3,000 sq. ft.) (180 sq. ft.) (6,488 sq. ft.) (87,260 sq. ft.) (8,952 sq.ft.) Will s CC!A Corpus Christi International Airport EXHIBIT B DRISCOLL CHILDREN'S HOSPITAL LEASED PREMISES 320 International Drive Prepared by: Randy Schumann Approved by: Kevin Smith Not to Scale Sheet No. 1 of 2 Date: 05/03/2023 GROUND FLOOR PLAN HANGAR 3,120 sq. ft. OFFICE 1,500 sq. ft. STORAGE 180 sq. ft. APRON 6,488 sq. ft. LEGEND APRON OFFICES 60' 40' HANGAR 12' 12' APRON 40' SECOND FLOOR PLAN OFFICE 1,500 sq. ft. 12' APRON N s E CC!A Corpus Christi International Airport EXHIBIT B DRISCOLL CHILDRENS HOSPITAL LEASED PREMISES 320 International Drive Prepared by: Randy Schumann Approved by: Kevin Smith Not to Scale Sheet No. 2 of 2 Date: 05/03/2023 EXHIBIT C INSURANCE REQUIREMENTS Driscoll Children's Hospital I. LESSEE'S LIABILITY INSURANCE A. Lessee must not commence work under this agreement until all insurance required has been obtained and such insurance has been approved by the City. Lessee must not allow any subcontractor to commence work until all similar insurance required of any subcontractor has been obtained. B. Lessee must furnish to the City's Risk Manager and Contract Administer one (1) copy of Certificates of Insurance (COI) with applicable policy endorsements showing the following minimum coverage by an insurance company(s) acceptable to the City's Risk Manager. The City must be listed as an additional insured on the General Liability and Auto Liability policies by endorsement, and a waiver of subrogation is required on all applicable policies. Endorsements must be provided with COI. Project name and/or number must be listed in Description Box of COI. TYPE OF INSURANCE MINIMUM INSURANCE COVERAGE Commercial General Liability Including: 1. Commercial Broad Form 2. Premises — Operations 3. Products/ Completed Operations 4. Contractual Liability 5. Independent Contractors 6. Personal Injury- Advertising Injury $1,000,000 Per Occurrence ►�� $10 000 000 Per Occurrence ❑ $20,000,000 Per Occurrence ❑ Required 0 Not Required ❑ AUTO LIABILITY (including) 1. Owned 2. Hired and Non -Owned 3. Rented/Leased $5,000,000 Combined Single Limit Required 0 Not Required ❑ WORKERS' COMPENSATION EMPLOYER'S LIABILITY Statutory $1,000,000 /$1,000,000 /$1,000,000 Required 0 Not Required ❑ HANGARKEEPERS LIABILITY Repair, taxiing or towing of aircraft, or in any way having care, custody or control of third - party aircraft. $2,000,000 Per Occurrence $2,000,000 Per Aircraft Required 0 Not Required ❑ AIRCRAFT LIABILITY (including) 1. Owned 2. Hired and Non -Owned 3. Rented/Leased Bodily Injury and Property Damage Including Passengers, Caused by Operations of Aircraft. In Air and On Ground. Commercial Self -Fueling. $1,000,000 Per Occurrence ►�� $10,000,000 Per Occurrence ❑ $20,000,000 Per Occurrence ❑ Required 0 Not Required ❑ AIRPORT LIABILITY INSURANCE (FBO's) Including products and completed operations, property damage, bodily injury, and owned and non -owned aircraft coverage. $10,000,000 Per Occurrence Required ❑ Not Required 0 CRIME/EMPLOYEE DISHONESTY Lessee shall name the City of Corpus Christi, Texas as Loss Payee $25,000 Per Occurrence Required ❑ Not Required X POLLUTION LEGAL LIABILITY (Including Cleanup and Remediation) Fuel Storage Tanks and Fueling or Refueling Operations. $2,000,000 Per Claim (Defense costs not included in face value of the policy) If claims made policy, retro date must be prior to inception of agreement, have extended reporting period provisions and identify any limitations regarding who is insured. Required 0 Not Required ❑ PERSONAL PROPERTY INSURANCE Lessee, at their own expense, shall be responsible for insuring all owned, leased or rented personal property. Required ►'� Not Required ❑ PROPERTY INSURANCE Lessee shall maintain property coverage on an "ALL RISK OF PHYSICAL LOSS" form for 100% of the value of all improvements leased from the City. Coverage shall include fire, wind, hail, theft, vandalism, and malicious mischief. Coverage shall be written on a replacement cost basis. Lessee shall name the City of Corpus Christi, Texas as Loss Payee. $1,000,000 Per Occurrence Required 0 Not Required ❑ Subcontractors Lessee shall require and verify that all subcontractors stated herein, and Lessee shall ensure that City subcontractors. For CGL coverage subcontractors broad as CG 20 38 04 13. maintain insurance meeting all the requirements is an additional insured on insurance required from shall provide coverage with a format at least as Required ►'� Not Required ❑ C. In the event of accidents of any kind related to this agreement, Lessee must furnish the Risk Manager with copies of all reports of any accidents within 10 days of the accident. II. ADDITIONAL REQUIREMENTS A. Applicable for paid employees, Lessee must obtain workers' compensation coverage through a licensed insurance company. The coverage must be written on a policy and endorsements approved by the Texas Department of Insurance. The workers' compensation coverage provided must be in an amount sufficient to assure that all workers' compensation obligations incurred by the Lessee will be promptly met. B. Lessee shall obtain and maintain in full force and effect for the duration of this Agreement, and any extension hereof, at Lessee's sole expense, insurance coverage written on an occurrence basis, by companies authorized and admitted to do business in the State of Texas and with an A.M. Best's rating of no less than A- VII. C. Lessee shall be required to submit a copy of the replacement certificate of insurance to City at the address provided below within 10 days of the requested change. Lessee shall pay any costs incurred resulting from said changes. All notices under this Article shall be given to City at the following address: City of Corpus Christi Attn: Risk Manager P.O. Box 9277 Corpus Christi, TX 78469-9277 D. Lessee agrees that with respect to the above required insurance, all insurance policies are to contain or be endorsed to contain the following required provisions: • List the City and its officers, officials, employees, volunteers, and elected representatives as additional insured by endorsement, as respects operations, completed operation and activities of, or on behalf of, the named insured performed under contract with the City, with the exception of the workers' compensation policy; • Provide for an endorsement that the "other insurance" clause shall not apply to the City of Corpus Christi where the City is an additional insured shown on the policy; • Workers' compensation and employers' liability policies must provide a waiver of subrogation in favor of the City; and • Provide 30 calendar days advance written notice directly to City of any, cancellation, non -renewal, material change or termination in coverage and not less than 10 calendar days advance written notice for nonpayment of premium. E. Within 5 calendar days of a cancellation, non -renewal, material change or termination of coverage, Lessee shall provide a replacement Certificate of Insurance and applicable endorsements to City. City shall have the option to suspend Lessee's performance should there be a lapse in coverage at any time during this agreement. Failure to provide and to maintain the required insurance shall constitute a material breach of this agreement. F. In addition to any other remedies the City may have upon Lessee's failure to provide and maintain any insurance or policy endorsements to the extent and within the time herein required, the City shall have the right to order Lessee to remove the exhibit hereunder, and/or withhold any payment(s) if any, which become due to Lessee hereunder until Lessee demonstrates compliance with the requirements hereof. G. Nothing herein contained shall be construed as limiting in any way the extent to which Lessee may be held responsible for payments of damages to persons or property resulting from Lessee's or its subcontractor's performance of the work covered under this agreement. H. It is agreed that Lessee's insurance shall be deemed primary and non-contributory with respect to any insurance or self insurance carried by the City of Corpus Christi for liability arising out of operations under this agreement. I. It is understood and agreed that the insurance required is in addition to and separate from any other obligation contained in this agreement. 2022 Insurance Requirements Ins. Req. Exhibit - Aviation Contracts for General Services Performed Onsite — Driscoll Children's Hospital 07/15/2022 Risk Management — Legal Dept. 1852 Corpus Christi Code § 2-349, as amended, requires all persons or firms seeking to do business with the City to provide the following information. Every question must be answered. If the question is not applicable, answer with "NA". See next page for Filing Requirements, COMPANY NAME: Driscoll Children's Hospital ATTACHMENT D: DISCLOSURE OF INTEREST FORM CITY OF CORPUS CHRISTI DISCLOSURE OF INTEREST P. O. BOX: CITY: Corpus Christi FIRM IS: 1. Corporation 4. Association STREET ADDRESS: 3533 S. Alameda STATE: Texas ZIP: 78411_ 2.Partnership 5.Other 501 (c)(31 x 3.Sole Owner DISCLOSURE QUESTIONS If additional space is necessary, please use the reverse side of this page or attach separate sheet. 1. State the names of each "employee" of the City of Corpus Christi having an "ownership interest" constituting 3% or more of the ownership in the above named "firm." Name Job Title and City Department (if known) n/a 2. State the names of each "official" of the City of Corpus Christi having an "ownership interest" constituting 3% or more of the ownership in the above named "firm." Name n/a Title 3. State the names of each "board member" of the City of Corpus Christi having an "ownership interest" constituting 3% or more of the ownership in the above named "firm." Name n/a Board, Commission or Committee 4. State the names of each employee or officer of a "consultant" for the City of Corpus Christi who worked on any matter related to the subject of this contract and has an "ownership interest" constituting 3% or more of the ownership in the above named "firm." Name n/a RFQ Revised 4.19.2019 Consultant Page 1 of 21 FILING REQUIREMENTS If a person who requests official action on a matter knows which the requested action will confer an economic benefit on any City official or employee which is distinguishable from the effect which the action will have on members of the public in general or a substantial segment thereof, you must disclose which fact in a signed writing to the City official, employee or body which has been requested to act in the matter, unless the interest of the City official or employee in the matter is apparent. The disclosure must also be made in a signed writing filed with the City Secretary. [Ethics Ordinance Section 2-349 (d)] CERTIFICATION I certify which all information provided is true and correct as of the date of this statement, which I have not knowingly withheld disclosure of any information requested; and which supplemental statements will be promptly submitted to the City of Corpus Christi, Texas as changes occur. Certifying Person: Jeremy Goodman Title: Director Digitally signed by Jeremy Goodman DN C Signature of EJeremS,CN=Jeremy Goodman, E Jeremy goodmaremy Goodin Jeremy Goodman R easonl am me author of this document Location'. your slgnl ng location Gere Certifying Person: Fox PnanromPDF Vers; o °3 DEFINITIONS Date: 2/1/2024 a. "Board member." A member of any board, commission, or committee of the city, including the board of any corporation created by the city. b. "Economic benefit". An action which is likely to affect an economic interest if it is likely to have an effect on which interest which is distinguishable from its effect on members of the public in general or a substantial segment thereof. c. "Employee." Any person employed by the city, whether under civil service or not, including part-time employees and employees of any corporation created by the city. d. "Firm." Any entity operated for economic gain, whether professional, industrial or commercial, and whether established to produce or deal with a product or service, including but not limited to, entities operated in the form of sole proprietorship, as self- employed person, partnership, corporation, joint stock company, joint venture, receivership or trust, and entities which for purposes of taxation are treated as non-profit organizations. e. "Official." The Mayor, members of the City Council, City Manager, Deputy City Manager, Assistant City Managers, Department and Division Heads, and Municipal Court Judges of the City of Corpus Christi, Texas. f. "Ownership Interest."Legal or equitable interest, whether actually or constructively held, in a firm, including when such interest is held through an agent, trust, estate, or holding entity. "Constructively held" refers to holdings or control established through voting trusts, proxies, or special terms of venture or partnership agreements. g. "Consultant." Any person or firm, such as engineers and architects, hired by the City of Corpus Christi for the purpose of professional consultation and recommendation. Page 2 of 2 RFQ Revised 4.19.2019 Ordinance authorizing the City Manager to execute a five-year lease agreement with Driscoll Children's Hospital for hangar, office, storage, and parking space at Corpus Christi International Airport, with four one-year options to renew, in consideration of monthly lease payments of $4,164.48 in the first year and annual rate increases. BE IT ORDAINED BY THE CITY COUNCIL OF THE CITY OF CORPUS CHRISTI, TEXAS: The City Manager or designee is authorized to execute a five-year lease agreement with four one-year renewal options with Driscoll Children's Hospital for hangar, office, storage, and parking space at the Corpus Christi International Airport, in consideration of monthly lease payments of $4,164.48 for the first year and annual rate increases. A copy of the executed lease shall be filed in the office of the City Secretary. Introduced and voted on the day of , 2024. PASSED and APPROVED on the day of , 2024. ATTEST: Paulette Guajardo, Mayor Rebecca Huerta, City Secretary Cel -A Corpus Christi International Airport Driscoll Children's Hospital Lease Agreement Council Presentation February 13, 2024 �85z Proposed Lease Agreement CC!^ p g Corpus Christi International Airport LEGEND a.�sr Hangar (3,120 sq. ft.} Offices (3,000 sq. ft.) Storage (180 sq. ft.) Concrete Apron (6,488 sq. ft.) Unimproved Land (87,260 sq. ft.) Vehicle Area (8,952 sq.ft.) • Driscoll Children's Hospital will lease the hangar, associated office space, storage, apron, and parking spaces. CC! Proposed Lease Agreement Corpus Christi International Airport • The leased premises will continue to serve as the hospital's on -airport base of operations for ambulance operations using ground vehicles, fixed - wing aircraft, and helicopters. • The premises also includes training facilities, storage areas, and living quarters for staff who are on duty twenty-four hours per day. • City Staff recommends approval of the five-year lease agreement. • The Airport Board recommended approval of the lease agreement at their regular scheduled meeting. AGENDA MEMORANDUM Action Item for the City Council Meeting February 20, 2024 DATE: February 20, 2024 TO: Peter Zanoni, City Manager FROM: Mike Markle, Chief of Police mikema@cctexas.com (361) 886-2601 Purchase of Body -Worn Cameras and Related Equipment for the Corpus Christi Police Department CAPTION: Motion authorizing the purchase of 100 additional body -worn cameras and related equipment from Turn -Key Mobile, of Jefferson City, Missouri, through the Texas Department of Information Resources, for the Corpus Christi Police Department in an amount of $193,356.00, with funding from the Police Grants Fund and the Law Enforcement Trust Fund. SUMMARY: This motion authorizes the purchase of 100 additional body -worn cameras and related equipment for the Corpus Christi Police Department. The City received $153,027.00 from the FY 2024 Body -Worn Camera Grant Program that will be used toward this purchase. BACKGROUND AND FINDINGS: In 2019, the Corpus Christi Police Department (CCPD) invested in the Panasonic body -worn camera to go along with the in -car camera system used by CCPD. In June 2022, the City Council approved the purchase of 280 body -worn cameras by CCPD. The purchase of the 280 body -worn replaced all of the body -worn cameras in CCPD's inventory at that time. It also allowed provided additional cameras for the additional sworn officers that CCPD had hired since its previous purchase of body -worn cameras in 2019. In 2023, CCPD applied for the FY 2024 Body -Worn Camera Grant Program for funding for the purchase of 100 additional Body Worn Cameras. The City was subsequently awarded $153,027.00 from the grant in November 2023. This item is to approve CCPD's purchase of 100 additional body -worn cameras and related equipment with the funds awarded from the FY 2024 Body -Worn Camera Grant Program. With this purchase, it will bring CCPD's total inventory of body -worn cameras to 380. CCPD needs additional body -worn cameras for the sworn officer positions that were added in the approved FY 2023 Budget. The sworn officers that will be assigned the body -worn cameras are those who engage in field work. This means sworn officers that are assigned to traffic or highway patrol or otherwise regularly detain or stop motor vehicles, or primary responders who respond directly to calls for assistance from the public. The funding received from this grant will be used to purchase the following items listed below. The purchase will include a three-year manufacturer's warranty with an additional two years for the replacement of the body -worn cameras if damaged or defective. 1. Body -worn cameras and licenses (100) 2. Device licenses (100) 3. Magnetic mounts for cameras on officers (100) 4. Five-year warranty (100) 5. Eight bay charging dock (13) 6. AC adapter to charge cameras (13) CCPD's long-term goal is to issue every sworn officer their own body -worn camera, not just the sworn officers that engage in field work. This project will also ensure that CCPD continues to update the cameras with the latest technology available from Panasonic through proactive purchasing and the replacement of body -worn cameras. The City's Information Technology Department actively works with CCPD's Operations Division to maintain a working cache of body -worn cameras and will continue to do so with the new supply. In January 2024, the City applied for the FY 2025 Body -Worn Camera Grant Program. If awarded, the funding will go toward the purchase of an additional 100 body -worn cameras and related equipment, which will then bring the total number of body -worn cameras in CCPD's inventory to 480. CCPD's goal is to have all 500 budgeted officers issued a body camera. PROCUREMENT DETAIL: The body -worn cameras will be purchased from Turn -Key Mobile, Inc. through the Texas Department of Information Resources Cooperative (DIR). Contracts awarded through the Department of Information Resources have been competitively procured and are in compliance with Texas local and state procurement requirements. Procurement conducted a competitive pricing analysis with other companies that provide the same equipment through the DIR. CDW is the other vendor in the DIR that offers the same body -worn cameras and related equipment as Turn -Key Mobile, Inc. The table below compares pricing between Turn -Key Mobile, Inc. and CDW for the body -worn cameras and related equipment. Item / Unit of Measure CDW Turn -Key Mobile Variance in $ Variance in Panasonic i -Pro BWC4000 (camera) / Each $1,180.00 $830.00 $350.00 -30% Panasonic I -PRO ICV UDE ON -PREM (license) / Each $750.00 $597.00 $153.00 -20% Panasonic BWC4000 5YR ADC+ADV REPL (warranty) / Each $250.00 $209.00 $41.00 -16% IPS-BWC-MAGKIT i -Pro BODY WORN CAMERA SQUARE MAGNET (storage mount) / Each $120.00 $88.00 $32.00 -20% BWC4000 8 -BAY DOCKING AND CHARGING STATION / Each $2,000.00 $1,504.00 $496.00 -20% AC ADAPTER (100W) FOR BWC 8 -BAY DOCK CHARGER / Each $150.00 $108.00 $42.00 -20% The total amount saved for purchasing an additional 100 body -worn cameras and related equipment through Turn -Key Mobile, Inc. instead of CDW is $64,594.00. ALTERNATIVES: The alternative is not to purchase the body -worn cameras and related equipment; however, if the body - worn cameras and related equipment are not purchased, then the funding would be returned to the State and CCPD would not have enough body -worn cameras in its inventory to issue to its sworn officers engaged in field work. FISCAL IMPACT: The fiscal impact for FY 2024 will be to the Police Grants Fund which provides $153,027.00 and the Law Enforcement Trust Fund for $40,329.00 for the purchase. FUNDING DETAIL: Fund: 1061 Account: 520090 Organization/Activity: 822912S Amount: $153,027.00 Fund: 1074 Account: 520090 Organization/Activity: 826000S Amount: $40,329.00 RECOMMENDATION: Police Grants Fund Law Enforcement Trust Fund Staff recommends approval of this motion authorizing the purchase of 100 body -worn cameras and related equipment for the Corpus Christi Police Department, as presented. LIST OF SUPPORTING DOCUMENTS: Quote from Turn -Key Mobile, Inc. CTKM TURN-KEY MOBILE, INC. 'Turn-Key 4510 Country Club Drive \, _ / Mobile, Inc. Jefferson City, Missouri 65109 Estimate Matt Griffin Brown Estimate# : EST-11624 Estimate Date : 02/07/2024 Expiry Date : 03/06/2024 Sales person/ISS : Created By (155) : Jordan Bill To City of Corpus Christi PO Box 9277 Corpus Christi TX 78469-9277 # Item & Description Qty Rate Amount 1 WV-BWC4000 I-PRO AMERICAS INC.: BWC4000 CAMERA ONLY (INCLUDES KLICK FAST MOUNTING STUD) 100.00 830.00 83,000.00 2 IPS-BWC-UDE-OP5 I-PRO BWC UDE ON-PREMISE DEVICE LICENSE FOR 5 YEARS, INCL. DEVICE MANAGEMENT, LIVE STREAMING AND REDACTION. SERVICE ENTITLEMENTS: BWC INITIAL CONFIGURATION, 24X7 HELP DESK, SOFTWARE MAINTENANCE AND SUPPORT. 100.00 597.00 59,700.00 3 IPS-BWC4-WTY-5Y I-PRO BWC4000 CAMERA 5-YEAR ACCIDENTAL DAMAGE COVERAGE WITH ADVANCED REPLACEMENT FOR CAMERA BODY ONLY. 100.00 209.00 20,900.00 4 IPS-BWC-MAGKIT i-Pro BODY WORN CAMERA SQUARE MAGNET (ARB-BWC3MAG-M) AND PLATE (IPS-BWC- MAGPLATE) KIT WITH KLICK FAST MOUNT. DIMENSIONS 3.3 X2.8 X1.1 INCHES INCLUDING MAGNET, MOUNT AND PLATE 100.00 88.00 8,800.00 5 WV-BWC40D8 i-PRO BWC4000 8-BAY DOCKING AND CHARGING STATION W/O AC ADAPTER IPS-BWC- AC100W 13.00 1,504.00 19,552.00 6 IPS-BWC-AC100W i-PRO AC ADAPTER (100W) FOR BWC 8-BAY DOCK CHARGER AND 8-BAY BATTERY CHARGER 13.00 108.00 1,404.00 7 Contract-Texas DIR-CPO-4697 I-Pro TX & OK i-PRO Contract # DIR-CPO-4697 STATE OF TEXAS DIR PROCUREMENT CONTRACT For use in OK & TX 1.00 0.00 0.00 Looking forward for your business. Sub Total 193,356.00 Total $193,356.00 Authorized Acceptance Signature Order Notes: AGENDA MEMORANDUM Action Item for the City Council Meeting of February 20, 2024 DATE: January 30, 2024 TO: Peter Zanoni, City Manager FROM: Drew Molly, Chief Operating Officer, Corpus Christi Water DrewM@cctexas.com (361) 826-1202 Reba George, Assistant Director, Business & Customer Support, Corpus Christi Water RebaG@cctexas.com (361) 826-1648 Josh Chronley, Assistant Director of Finance & Procurement JoshC2@cctexas.com (361) 826-3169 Amendment to Service Agreement with NewGen Strategies and Solutions for Utility Rate Model and Consulting Services for the Corpus Christ Water Department CAPTION: Motion authorizing Amendment #3 to the service agreement with NewGen Strategies and Solutions, LLC, for utility rate model development and consulting services for Corpus Christi Water in an additional amount of $204,040.00, and a potential total amount up to $712,310.00, with FY 2024 funding of $126,505.00 from the Water Fund and $77,535.00 from the Wastewater Fund. SUMMARY: This motion authorizes an amendment to the current agreement with NewGen Strategies and Solutions, LLC. The original scope of services with the contract amount of $233,770 covered 16 months, July 2022 through October 2023, and included the development of a new rate model and a financial planning tool, as well as a cost -of -service study to guide rate -setting for 2024 rates. The five one-year option periods facilitated the annual rate model update to review rates for wholesale (annually as per contract) and retail customers (every two years as per policy). BACKGROUND AND FINDINGS: NewGen Solutions and Strategies, LLC. was selected through a competitive Request for Qualifications process in 2022. Beginning in July 2022, NewGen has worked with the Corpus Christi Water (CCW) Department through this agreement in order to optimize data analysis and to identify the best strategic approach for developing a rate model as well as financial strategies that address stakeholder demands. Year one of five option periods was executed in November 2023 to provide annual updates of the water/wastewater utility rate model. Annual updates on the rate model are required to ensure contract compliance and help to provide updates to City Council on water and wastewater revenue requirements and rate adjustments. The original amount of the agreement was $233,770. During the first 16 months of the agreement, CCW required additional analysis which led to an amendment in July 2023 for $49,500. In November 2023, year one of five option periods was exercised for $45,000. The current agreement total is $328,270. As of December 31, 2023, the total amount paid on this agreement was $326,183. Description Date Amount Original Agreement Jul -22 $ 233,770 Amendment #1 Jul -23 $ 49,500 Option Year 1 Option Year 2 Option Year 3 Option Year 4 Option Year 5 Subtotal $ 283,270 Nov -23 $ 45,000 Subtotal $ 328,270 Nov -24 $ 45,000 Nov -25 $ 45,000 Nov -26 $ 45,000 Nov -27 $ 45,000 Original Total $ 508,270 Amendment Option Year 1 Jan -24 $ 204,040 Revised Total $ 712,310 During the FY 2024 budget process, the City Council voted to review retail water and wastewater rates on an annual basis instead of a two-year basis. With this change in policy, more work by NewGen will be required in order to create a full rate model update on an annual basis (during the annual budget process). Additionally, moving forward NewGen will be assisting the City with analyzing potential alternative water sources through this agreement. Such work was not built into the original agreement, which is another reason for the proposed amendment and pricing. NewGen will not only assist the City with analyzing potential alternative water sources, but will also provide rate analysis for alternative water sources if they are brought into the City's water sources portfolio. Finally, after using the FY 2024 budget process as guide for future work rate model work, the proposed amendment also includes additional service hours for NewGen Project Leads for conference calls, staff meetings, Executive Leadership Team meetings, and City Council meetings. The purposes of these meetings will include rates and revenue requirements, alternative water supply impacts, and capital funding strategies. The proposed amendment will expand the scope of services for year one of five option periods. The expanded scope of services will include a full rate model update for retail and wholesale customers and include: • In-depth analysis of consumption and revenue • Evaluation of proposed major projects and how they will impact rates • Multi-year financial plan updates (including operating and capital budgets) • Evaluation of the adequacy of reserves • Water and wastewater cost of service updates • Evaluation of current rate design • Determination of alternative rate structures as well as public involvement and presentations to the City Council and other stakeholder groups PROCUREMENT DETAIL: Finance & Procurement originally conducted a competitive Request for Qualifications process to obtain qualification statements for Rate Model Services. NewGen Strategies and Solutions, LLC. was the highest ranked firm based on three factors: 1) firm's experience 2) team experience and identification, and 3) understanding of project scope. The first term of the agreement was 16 months beginning in July 2022; an Amendment for $49,500 was executed in July 2023 for additional services during the first term of the agreement. Year one of five option periods was exercised in November 2023 for $45,000. ALTERNATIVES: The City can choose not to expand the scope of services for NewGen to assist in financial strategic planning and rate model updates. However, without this amendment, CCW staff would not be able to provide adequate financial and rate model support for decision makers. FISCAL IMPACT: The fiscal impact in FY 2024 for CCW is an amount not to exceed $204,040, of which $126,505 will be from the Water Fund and $77,535 from the Wastewater Fund. An amount of $45,000 has already been encumbered for Fiscal Year 2024, Year one of five option periods. If option years are exercised, funding will be budgeted during the annual budget process. FUNDING DETAIL: Fund: Water Fund Organization/Activity: 30000 Mission Element: 041 Project # (CIP Only): N/A Account: 530000 Cost: $126,505.00 Fund: Wastewater Fund Organization/Activity: 33000 Mission Element: 042 Project # (CIP Only): N/A Account: 530000 Cost: $77,535.00 RECOMMENDATION: Staff recommends approval of this motion authorizing an amendment to Year one of five option periods, with NewGen Strategies and Solutions, LLC., as presented. LIST OF SUPPORTING DOCUMENTS: Amendment to Service Agreement — Revised Scope of Work Original Agreement 2022 DocuSign Envelope ID: C659FF0A-CE21-49DB-B088-667C4968229C 1852 Amendment # 3 Finance & Procurement Date: February 1, 2024 Agreement #: 4090 — Rate Model 2022 Contractor: NewGen Strategies and Solutions, LLC Current Amount: $304,270.00 I. Section 3, Compensation and Payment, of the Agreement is amended by increasing the amount by $204,040.00, of which $19,800.00 is included for estimated travel expenses, in order to expand the scope of services necessary for comprehensive model development and consulting services for the City's water and wastewater systems utilized by Corpus Christi Water; additionally, Section 3 is further amended by the deletion of $21,000.00 erroneously captured in Amendment #2; and the parties acknowledge that option year 1 was exercised in November, 2023; therefore, the revised total amount of the current Agreement is $532,310.00. II. Amendment #2 to the Agreement is revised, pursuant to this Amendment #3, to eliminate Attachment A-1, which is no longer necessary following the deletion of the $21,000.00 amount detailed above in part 1 of this Amendment #3. For clarity, Attachment A-2 of Amendment #2 is retained in full force and effect, being that Attachment A-2 includes supporting details of the professional fees and expenses necessary to the parties' Agreement executed in July, 2022, and also includes supporting details of the additional fees stated in Amendment #1, which was previously executed by the parties. III. Attachment A-3, which is attached to this Amendment #3 and incorporated by reference as if set out here in its entirety, supplements Attachment A and includes supporting details of the expanded scope of work and associated professional fees and expenses necessary during the option years to include an in-depth analysis of consumption and revenue, multi-year financial plan updates (including operating and capital budgets), evaluation of the adequacy of reserves, water and wastewater cost of service updates, evaluation of the then -current rate design, determination of alternative rate structures, as well as public involvement and presentations to the City Council and other stakeholder groups. IV. This Amendment is effective upon the date of final execution by the parties, unless an earlier date is expressly stated within this document. V. The parties acknowledge that the Agreement and any related amendments provides for the performance of a professional service, which type of service is exempt from competitive bidding requirements pursuant to Sec. 252.022 of the Texas Local Government Code. To the extent that the provisions of this Amendment conflict with any provisions of the Agreement and prior amendments, if any, the provisions of this Amendment shall prevail and govern for all purposes and in all respects. D--o/IcuS��ig__ ddd by: r`a Ari, Coxpfitli, 2/6/2024 `—D775B22� ZEFaUF... Josh Chronley Date Contractor Date Assistant Director, Finance & Procurement APPROVED AS TO LEGAL FORM: Assistant City Attorney Date DocuSign Envelope ID: C659FF0A-CE21-49DB-B088-667C4968229C DocuSign Envelope ID: 96B2B589-3862-4769-A733-F11 FDCB16033 NewGen Strategies & Solutions November 27, 2023 via email ATTACHMENT A-3 Ms. Reba George Assistant Director — Business & Customer Support City of Corpus Christi, Texas 1201 Leopard St. Corpus Christi, Texas 78401 215 W Campbell Road, Suite 440 Richardson, TX 15080 Phone: (912) 680-2000 Subject: Update of Cost of Service & Rate Model for FY 2025 — Proposed Scope, Timeline, and Cost Dear Reba: NewGen Strategies and Solutions (NewGen) is pleased to provide the City of Corpus Christi (City) and Corpus Christi Water with our proposed detailed scope of work, project timeline, estimated project cost, and standard billing rates for 2024, which have been enclosed for review by you and Corpus Christi Water. Task 1 — Project Initiation and Project Management 1.1 Preliminary Data Request After a Notice to Proceed is received for the Study, the Project Team will provide the City with a preliminary data request that encompasses data needs for completing the Study. The data request will itemize information needed for understanding the financial and operating characteristics and cost drivers of the water, and wastewater utilities as well as any changes to City policies. The preliminary data request will be provided within five (5) days of contract execution, and an initial virtual meeting will be conducted with the City staff to review and clarify the data request and to answer any questions which may arise. 1.2 Kickoff Meeting After receiving the initially requested data, the Project Team will work with the City to schedule a virtual kickoff meeting. The primary reason for the kickoff meeting is to allow the key Project Team consultants and participants from the City to be introduced and lay the general framework for how the study will be conducted, as well as to chart the critical path towards successfully achieving the projects goals and objectives. This meeting will also allow for the finalization of the proposed work approach, as well as discussion and clarification of the information previously analyzed. In addition, the project kickoff meeting will allow for the Project Team to gain a better understanding of the goals and objectives, as well as expectations, the City desires to achieve from the study. As part of the kickoff meeting, the Project Team members will also discuss: • Political and customer views/opinions of current rates and departmental service/operations, as well as any changes; • Capital/operational demand changes anticipated over the study's forecasted period; • Initial rate design pricing objectives; and • Initial strategies for implementing/communicating possible rate changes. Economics 1 Strategy 1 Stakeholders 1 Sustainability www.newgenstrategies.net DocuSign Envelope ID: C659FF0A-CE21-49DB-B088-667C4968229C DocuSign Envelope ID: 96B2B589-3862-4769-A733-F11 FDCB16033 Ms. Reba George November 27, 2023 Page 2 We expect the kickoff meeting to last approximately two hours. NewGen will provide copies of the agenda and any handouts. 1.3 Update Contract Customer Matrices Throughout this Study, the Project Team will build on our prior knowledge of the City's operations, customer base, and existing customer contracts to update and develop a deeper understanding of the utility and its operations. To facilitate this, after receiving the initially requested data, the Project Team will update contract matrices to identify the following: ■ Any new contracts or amendments with contractual elements that must be recognized in the development of appropriate rates including, but not limited to, the specific functionalization methods agreed to between the City and its wholesale customer group along with the specific financial metrics contractually agreed to between the parties and how said metrics drive the revenue requirement; and • Any changes to the variety of water sources and treatment facilities that service the City's customers and how the defined customer classes utilize these facilities. By updating and further solidifying this understanding early in the engagement, our Project Team will ensure that it is developing appropriate rates reflective of the service provided to a specific customer while recognizing key contractual commitments and minimizing potential conflict with the City's active raw water wholesale water customer group. 1.4 Initial Data and Information Assessment Once the City has submitted the initially requested data, the data will be reviewed for further discussion and clarification with the City staff. Throughout the course of the project, data received by the Project Team will be sampled and tested for accuracy. The sampling and testing of data is imperative regarding the billing data used to set rates. It is essential that the billing data be as accurate as possible in the development of proper cost allocations and reliable revenue projections. The Project Team will work closely with the City's billing staff to extract the appropriate billing data. We have extensive experience with billing software and will likely request a raw data file for analysis. This will reduce the burden of documentation by the City's utility billing staff and provide the level of detail desired by the Project Team to provide an in-depth analysis of consumption by rate class and consumption tiers enabling careful consideration of the adequacy and equity of the current rate structure. In addition, as necessary, the Project Team will conduct informal interviews with the City staff during our review of the historical data to ensure that the Project Team understands the information provided. From this data review and assessment, the Project Team will also work to gain a comprehensive understanding of the utilities' operating environment, including identification of key financial, regulatory, operational, and political issues to be addressed. As needed, follow-up one-on-one interviews may be conducted with the City staff to ensure the Project Team has a full and complete understanding of the utility prior to proceeding with the cost of service analysis. 1.5 Ongoing Project Management To ensure the City's overall goals and objectives are met, proper management and control of the project is critical. NewGen understands the importance of proper project management and has assembled a team well versed in the proper control and coordination needed to successfully execute this engagement. Throughout the course of the Project, the Project Director and Project Manager will maintain consistent, constant, and open communication with key City stakeholders. We are also committed to maintaining DocuSign Envelope ID: C659FF0A-CE21-49DB-B088-667C4968229C DocuSign Envelope ID: 96B2B589-3862-4769-A733-F11 FDCB16033 Ms. Reba George November 27, 2023 Page 3 appropriate staffing to ensure the Project is delivered on time, on budget, and results in actionable recommendations. Task 2 — Update Consumption and Revenue Analysis At a foundational level, rates are simply a fraction, with revenue requirements serving as the numerator and the units of service (e.g., number of customers or accounts, consumption, billed flow, etc.) representing the denominator. If the denominator of the rate calculation is inaccurate, the rates resulting from the analysis may be insufficient. As such, an accurate determination of service units and a projection of customers and usage is critical to a proper rate analysis. The following tasks will be utilized in Task 2 to ensure the integrity of the rates developed from this study. 2.1 Analyze Detailed Usage/Peak Demands A key step in a study of this type is to gain an understanding of the make-up of the customers served by the systems and how and when they use water (and generate sewage) throughout the year. This is necessary for determining appropriate cost allocations, to develop demand projections, to evaluate the appropriateness of the current rate structures, and to evaluate potential alternative rate structures. To facilitate this review, NewGen will request the most recent year of detailed consumption at the customer account level. The customer and customer usage data will be statistically analyzed to identify usage patterns, including seasonal usage and customer class peaking. Demand ratios (max week, max day, max hour, etc.) will be identified and considered in this analysis, as will peak demands related to any large customers or customer classes. 2.2 Demand Forecast The demand forecast will be based on historical usage patterns, including the interval analysis conducted in Task 2.1, water facilities plan, and discussions with the City as to projected water demand. We will compare projected customer growth with the City's plans to confirm consistency with such plans. If there are deviations from the City's plans, we will document the basis for and reasonableness of such deviations. As part of developing the demand projections, it may be necessary to incorporate the estimated impact of elasticity of demand within the revenue projections. Elasticity of dema nd is the economic concept that recognizes the relationship between the quantity demanded of a good and a change in the price of that good or service. Failure to recognize this relationship, particularly regarding water sales, can result in an inaccurate estimate of revenue on a going -forward basis. The Project Team will presume industry standard, long-term elasticity standards within its calculations where necessary. The demand projections will be developed for a ten-year period, by customer class. One of the key variables that must be developed is the rate of growth in the utility, including the numbers and types of new customers to be added year -by -year as well as increases (or decreases) in water usage over time by existing customers. Where possible, sensitivity analyses will be conducted to produce a potential range of service units and forecasted demand, with specific emphasis on the impact of weather and fluctuations in larger accounts. 2.3 Realizable Revenue Under Current Rates After determining and forecasting service units, the Project Team will calculate the water and wastewater revenue streams anticipated to be generated under current rates. The results of this analysis will be compared to actual and budgeted revenue performance to determine the overall accuracy and DocuSign Envelope ID: C659FF0A-CE21-49DB-B088-667C4968229C DocuSign Envelope ID: 96B2B589-3862-4769-A733-F11 FDCB16033 Ms. Reba George November 27, 2023 Page 4 appropriateness of the forward-looking projections. This process will also serve as a "check" on the billing data provided to ensure the integrity of developed rates and recommendations. Task 3 — Update Multi -Year Financial Plan The model previously developed by our team will be updated to address operations and maintenance (O&M) costs, debt service, demand/usage, capital improvement plan (CIP) costs, cost of service, etc. Development of Revenue Requirements and Financial Plan While the focus of this study will be on the development of the cost of providing water and wastewater service to the City's customers, the revenues and expenses related to the provision of raw and wholesale treated water service (contracted customers) will not be overlooked. Our approach includes a detailed review of each of the costs incurred by the City to ensure the cost of service is developed while maintaining compliance with contractual requirements. The cost analysis can be broken down into four main categories of costs: O&M costs, capital improvements, existing debt service (including compliance with debt service coverage requirements), and any contributions need to meet debt service coverage and reserve requirements. The total amount of cash required on an annual basis for all purposes and from all sources is called the "Revenue Requirements." The completion of this task will provide a comprehensive ten-year forecast of revenue requirements for the City water and wastewater systems with the ability to change assumptions (capital financing, economic assumptions, etc.) and immediately see the impact on revenue requirements. At this point, the Project Team will provide an assessment of the adequacy of the current rates and their ability to recover the full cost of service, as well as an assessment of the current rate structure's performance as a baseline for comparing recommended changes. Review Operating and Maintenance Costs Using the City's current operating budget as a starting point, we will review the adequacy of budgeted O&M costs. To the extent that costs are directly identified to specific functions of the water and wastewater systems, they will be documented. Any indirect support from other City funds will be reviewed for appropriateness. O&M expenses will be forecasted based on estimated annual inflation rates at the budgetary account line -item level. The forecast of operating expenditures will be based on: • Review of historical operating expenditure increases by individual budget account line item, • Any additional information that would increase the accuracy of the estimates (e.g., staffing increases/decreases, etc.), and • Identifying and assessing the impact of the current capital improvement program on operating expenditures. Operating & Maintenance Expenses (Day to Day Operations) Contributions to Reserves Debt (Annual Principal and Interest Payments) Planned Capital Improvement Projects DocuSign Envelope ID: C659FF0A-CE21-49DB-B088-667C4968229C DocuSign Envelope ID: 96B2B589-3862-4769-A733-F11 FDCB16033 Ms. Reba George November 27, 2023 Page 5 Review Capital Improvement Plans and Evaluate Potential Capital Financing Sources We will review the City's most recently adopted capital improvement plans for the water and wastewater systems to gain a better understanding of the City's forward-looking capital plans. NewGen will then examine the types and levels of various funding sources available to pay for the capital and operating costs of the utility systems, and the impacts of various approaches will be quantified. While it is presumed that all operating and maintenance costs will be funded via user rates, there are various approaches to funding capital expenses. Typically, a utility might use a mix of financing sources including grants, cash or pay-as-you-go (PAYGO) funding from revenues, General Obligation or Revenue Bonds, or State Revolving Fund (SRF) Loans. Based on the proposed funding of each capital project within the City's capital plan, NewGen will incorporate those impacts into revenue requirements. If so desired by the City, the Project Team will work closely with City Staff, the City's engineers, and the City's financial advisors to develop detailed capital planning and funding scenarios for the rate study. Analyze Current and Proiected Debt Service NewGen will document the annual principal and interest payments for existing debt service related to the utility systems. Those projects or categories of projects contained in the CIP, and which are anticipated to be debt -funded will be identified, and projections of debt service will be developed. the City's practices on types of debt (general obligation bonds, revenue bonds, SRF loans, frequency of borrowing, etc.) will be determined, as will typical debt structure (e.g., payment term, level principal payments vs. level debt service) and assumed interest rate. Additionally, the Project Team will ensure that the revenue requirements account for and support agreed debt -service coverage factors and reserve requirements for both priority and subordinate debt. Evaluate the Adequacy of Reserves The wise use and management of financial reserves provides many advantages to a utility, such as rate stabilization and "smooth" rate increases, as well as enhanced credit ratings and resulting interest savings. NewGen will review the adequacy of the City's current reserves or fund balances based on the City policy and our industry expertise. The analysis will include development of recommended target balances for the City's water and wastewater reserves or fund balances. The maintenance of adequate reserves and contingency funding for emergency preparedness have been elevated to greater levels since 2021's Winter Storm Uri, which highlighted the need for back-up power generation and other extreme weather preparedness. The Project Team will discuss the City's level of contingency planning with City Staff as it relates to reserves or fund balance as well as Capital Outlays. Develop Revenue Requirements The sum of the O&M costs, annualized capital costs (debt service plus cash purchases of capital assets), and any contributions to reserves constitutes the revenue requirement — the amount of money that must be raised from all sources over a given year. This amount becomes significant when sensitivity analyses are performed to evaluate miscellaneous revenues, since any shortfall in miscellaneous revenues must be offset by either drawing down fund balance or increasing user rates. The gross revenue requirement less miscellaneous revenues result in the net revenue requirement to be collected from customers. As part of the complete development of revenue requirements, the Project Team will forecast revenue requirements over a ten-year period and incorporate key assumptions including, but not limited to, population changes, inflation rates, increase in contractual obligations, contractor costs, anticipated new DocuSign Envelope ID: C659FF0A-CE21-49DB-B088-667C4968229C DocuSign Envelope ID: 9662B589 -3862 -4769 -A733 -F11 FDCB16033 Ms. Reba George November 27, 2023 Page 6 or augmented programs and staffing levels, and capital improvements. All assumptions will be clearly defined and discussed with the City staff prior to finalizing the revenue requirements projection. Task 4 — Water and Wastewater Cost of Service During the cost of service study, NewGen will identify specific cost of service methodology issues and review these with City Management, the Corpus Christi Water Project Team, and the Public Involvement Committee. The two most employed methods for water utility cost allocation are base -extra capacity and commodity -demand methodologies. However, it is not uncommon for the base -extra capacity method to yield a lower cost of service for the residential customer class based on the way the commodity -demand method limits the costs divided by total volume of consumption to variable costs (e.g., chemicals and electricity), whereas the base -extra capacity method also includes costs associated with providing service at average annual rates of consumption. Further, as mentioned in the AWWA M1,' the base -extra capacity method also identifies the lowest rates possible at perfect load factor (or constant rate of consumption), which can prevent a utility from establishing rates that could result in the sale of water below cost. These concepts will be important to discuss and evaluate as part of the public involvement process. Task 5 — Rate Design and Benchmarking 5.1 Evaluation of Current Rate Design Based on the goals and objectives that are determined during preliminary discussions with the City, the Project Team will perform an evaluation of the current rate structure's ability to achieve these goals and objectives. We will communicate a list of strengths and weaknesses of the current rate structure, as well as potential changes which may better achieve these goals and objectives. On completion of this Rate Design and Benchmarking task, the Project Team will prepare a draft report for the City to review. Upon review, the Project Team will meet with the City to make any necessary changes, which will be used to guide our completion of Task 6. In developing the proposed rates, the Project Team will also discuss with the key stakeholders any limitations and/or guidelines when incorporating the cost of services results developed in earlier tasks into the rate design. For example, if it is not politically feasible to move immediately to cost of service -based rates for a particular class of customers, we will seek to set boundaries on the overall changes seen by a customer class and/or identified group of customers. When needed, the implementation of structural changes or significant adjustments through a phased -in approach, combined with ratepayer education, helps minimize the financial impact to customers and increases public acceptance and understanding. 5.2 Development of Rates Based on the rate design plan developed in Task 5.1, the Project Team will develop a rate design for the City's consideration. Please note that based on past experiences, the Project Team anticipates up to two (2) alternative water rate designs and up to two (2) alternative wastewater rate designs. The recommendations for a ten-year rate plan will be developed to include the following objectives: • Rates will be developed with consideration of the recovery of cost of serving each of the respective classes of customers based on industry standards, 1 American Water Works Association, Manual of Water Supply Practices, M1, Principles of Water Rates, Fees and Charges, Fifth Edition, 2000, Page 59. DocuSign Envelope ID: C659FF0A-CE21-49DB-B088-667C4968229C DocuSign Envelope ID: 96B2B589-3862-4769-A733-F11 FDCB16033 Ms. Reba George November 27, 2023 Page 7 • Consideration and identification of the fixed and variable elements of the rate, • Compatibility with the existing utility billing computer software, and • The ease of communicating and explaining changes in the rates to ratepayers. 5.3 Determination of Realizable Revenue with Alternative Rate Structures The Project Team will analyze and compare the revenues forecasted to be generated under proposed rates to the forecasted cost of service to determine the adequacy of the rate structures to meet the City's financial goals, including debt service coverage requirements and fund balance. Finally, the monthly impact on customer bills under the proposed rates will also be examined, along with the impact on the City's revenue stability. 5.4 Rate Comparison Review NewGen's study will include data and graphics to facilitate comparison of the City's current and proposed bills for a typical residential customer compared to the bills of residential customers of at least seven (7) of the largest Texas cities as well as utilities of comparable size and service characteristics. A rate comparison of the current rates will be compared to both the new rates and those of comparable cities. Task 6 — Public Involvement and City Council Meetings (with Presentations) NewGen will develop presentations based on the findings and draft report and present it to the City Management Team, Corpus Christi Water Project Team, Public Involvement Committees, and the City Council. Draft versions of the PowerPoint presentations will be provided to the Corpus Christi Water Project Manager for review, comment, and approval prior to finalization. Deliverables • Draft and final PowerPoint presentations • Up to ten (10) Public Involvement meetings with various City's customer groups • Up to two (2) City Council Meetings to present the draft report and proposed rates • A revised final report will be finalized after rates are adopted by the City Council as discussed in Task 7 below Task 7 — Report The Project Team will develop a draft report summarizing analyses conducted as well as findings, conclusions, recommendations, and associated rationale for all relevant components of the cost of service and rate design study shortly after completion of Task 5. The risks of potential challenges to various issues will be identified and discussed. The report shall include an Executive Summary and a full discussion of the impacts of the recommendations on revenue requirements, cost of service and rates. NewGen will provide the draft report to the City Management Team and the Corpus Christi Water Project Team and will meet virtually to discuss the report. NewGen will then compile all comments and revise the report, as appropriate. The revised draft report will be shared with the City Council prior to their consideration to adopt the recommended rates. A final report will then be provided after adoption of rates in early October 2024. DocuSign Envelope ID: C659FF0A-CE21-49DB-B088-667C4968229C DocuSign Envelope ID: 96B2B589-3862-4769-A733-F11 FDCB16033 Ms. Reba George November 27, 2023 Page 8 Deliverables • Draft and final reports ■ Up to two (2) virtual meetings to present and discuss the draft report to City Staff • Ten (10) bound hard copies of the final report • One (1) digital PDF copy of the final report The project team at NewGen looks forward to hearing from you so we can draft the initial data request. If you require any further information, please feel free to contact Andy McCartney at (817) 475-5813 or by email at amccartney@newgenstrategies.net. Sincerely, NewGen Strategies and Solutions, LLC DocuSigned by: r r ), I (ii pkLL D77BB227B2EF40F... Richard Campbell Managing Director — Water and Wastewater Enclosures: Projected Timeline Estimated Cost Hourly Rates by Position DocuSign Envelope ID: C659FF0A-CE21-49DB-B088-667C4968229C DocuSign Envelope ID: 96B2B589-3862-4769-A733-F11FDCB16033 Corpus Chrisi Water Update Cost of Service & Rate Model Pniect Task Schedule F'a1Fq :� ;m 1 0 :e t� 1 a � :a -'a r E F i 73 s E .E o¢>> rc u rc 5 d8 E DocuSign Envelope ID: C659FF0A-CE21-49DB-B088-667C4968229C Corpus Christi Water Rate Study for Update of FY 2025 Rates Hourly Billing Employee Hours Rate Total Chris Ekrut 8 $ 340 $ 2,720 Richard Campbell 86 $ 350 30,100 Andy McCartney 246 $ 250 61,500 Tia Carnes 380 $ 180 68,400 Steve Doogue 10 $ 210 2,100 Noah Healey 76 $ 170 12,920 Administrative Staff 50 $ 130 6,500 856 $ 184,240 Other: Travel Expenses 6 Trips for 3 people @ $3,300/Trip $ 19,800 $ 204,040 Tasks 1 - Project Initiation and Project Management 2 - Update Consumption and Revenue Analysis 3 - Update Multi -Year Financial Plan 4 - Water & Wastewater Cost of Service 5 - Rate Design and Benchmarking 6 - Public Involvement and City Council Meetings (with Presentations) 7 - Report Tasks by Hours Employee Task 1 Task 2 Task 3 Task 4 Task 5 Task 6 Task 7 Hours Chris Ekrut - - - - 8 8 Richard Campbell 16 2 2 2 56 8 86 Andy McCartney 40 4 4 32 10 132 24 246 Tia Carnes 24 24 32 64 32 180 24 380 Noah Healey - 24 12 24 16 - - 76 Steve Doogue - 4 4 2 - - 10 Administrative Staff - - 2 32 16 50 80 56 50 126 64 400 80 856 Tasks by Dollars Employee Task 1 Task 2 Task 3 Task 4 Task 5 Task 6 Task 7 Total Chris Ekrut $ - $ $ - $ - $ - $ - $ 2,720 $ 2,720 Richard Campbell 5,600 700 700 700 19,600 2,800 $ 30,100 Andy McCartney 10,000 1,000 1,000 8,000 2,500 33,000 6,000 $ 61,500 Tia Carnes 4,320 4,320 5,760 11,520 5,760 32,400 4,320 $ 68,400 Steve Doogue - 840 840 420 - - $ 2,100 Noah Healey - 4,080 2,040 4,080 2,720 - - $ 12,920 Administrative Staff - - 260 4,160 2,080 $ 6,500 $ 19,920 $ 10,240 $ 9,500 $ 25,140 $ 12,360 $ 89,160 $ 17,920 $ 184,240 Effective Hourly Rate $ 249.00 $ 182.86 $ 190.00 $ 199.52 $ 193.13 $ 222.90 $ 224.00 $ 215.23 DocuSign Envelope ID: C659FF0A-CE21-49DB-B088-667C4968229C DocuSign Envelope ID: 96B2B589-3862-4769-A733-F11 FDCB16033 Corpus Christi Water Rate Model Development NewGen Strategies and Solutions 2024 Billing Rates Position Hourly Billing Rate Partner $265— $4055 Principal $250 — $405 Senior Manager $225 — $280 Manager $195 — $225 Senior Consultant $170 — $195 Consultant $160 — $170 Administrative Services $130 Note: Billing rates are subject to change based on annual reviews and salary increases. DocuSign Envelope ID: 093C07D7-687B-44A5-B9BE-E8A61 DE1 OBBE 00 1"-- 0 r+ eanaonn!f 1852 PROFESSIONAL SERVICE AGREEMENT NO. 4090 Rate Model 2022 THIS Rate Model 2022 ("Agreement") is entered into by and between the City of Corpus Christi, a Texas home -rule municipal corporation ("City") and NewGen Strategies and Solutions, LLC ("Contractor"), effective upon execution by the City Manager or the City Manager's designee ("City Manager"). WHEREAS, Contractor has agreed to provide professional consulting services to develop a new utility rate model to replace the one currently in use by the City of Corpus Christi. NOW, THEREFORE, City and Contractor agree as follows: 1. Scope. Contractor will provide a comprehensive cost of service analysis for water, wastewater and reuse effluent ("Services") in accordance with the attached Scope of Work, as shown in Attachment A, the content of which is incorporated by reference into this Agreement as if fully set out here in its entirety. 2. Term. This Agreement is for 16 months. The parties may mutually extend the term of this Agreement for up to five additional one-year periods ["Option Period(s)"], provided, the parties do so in writing prior to the expiration of the original term or the then -current Option Period. 3. Compensation and Payment. This Agreement is for an amount not to exceed $233,770.00, of which a travel expense budget of $13,000.00 is included, with the total amount being subject to approved extensions and changes. Payment will be made for Services completed and accepted by the City within 30 days of acceptance, subject to receipt of an acceptable invoice. All pricing must be in accordance with the attached Bid/Pricing Schedule, as shown in Attachment B, the content of which is incorporated by reference into this Agreement as if fully set out here in its entirety. Any amount not expended during the initial term or any option period may, at the City's discretion, be allocated for use in the next option period. Invoices must be mailed to the following address with a copy provided to the Contract Administrator: City of Corpus Christi Attn: Accounts Payable P. O. Box 9277 Corpus Christi, Texas 78469-9277 Professional Service Agreement - Page 1 of 6 DocuSign Envelope ID: 093C07D7-687B-44A5-B9BE-E8A61 DE1 OBBE 4. Contract Administrator. The Contract Administrator designated by the City is responsible for approval of all phases of performance and operations under this Agreement, including deductions for non-performance and authorizations for payment. The City's Contract Administrator for this Agreement is as follows: Name: Reba George Department: Corpus Christi Water Phone: 361-826-1648 Email: RebaG©cctexas.com 5. Insurance; Bonds; License. (A) Before performance can begin under this Agreement, the Contractor must deliver a certificate of insurance ("COI"), as proof of the required insurance coverages, to the City's Risk Manager and the Contract Administrator. Additionally, the COI must state that the City will be given at least 30 days' advance written notice of cancellation, material change in coverage, or intent not to renew any of the policies. The City must be named as an additional insured. The City Attorney must be given copies of all insurance policies within 10 days of the City Manager's written request. Insurance requirements are as stated in Attachment B, the content of which is incorporated by reference into this Agreement as if fully set out here in its entirety. (B) In the event that a payment bond, a performance bond, or both, are required of the Contractor to be provided to the City under this Agreement before performance can commence, the terms, conditions, and amounts required in the bonds and appropriate surety information are as included in the RFB/RFP or as may be added to Attachment C, and such content is incorporated here in this Agreement by reference as if each bond's terms, conditions, and amounts were fully set out here in its entirety. (C) Prior to beginning work, Contractor must provide evidence of any valid professional license necessary for the performance of the work under this Agreement. 6. Standard of Care. Contractor warrants that all Services will be performed in accordance with the standard of care used by similarly situated contractors performing similar services under the same professional license. 7. Non -Appropriation. The continuation of this Agreement after the close of any fiscal year of the City, which fiscal year ends on September 30th annually, is subject to appropriations and budget approval specifically covering this Agreement as an expenditure in said budget, and it is within the sole discretion of the City's City Council to determine whether or not to fund this Agreement. The City does not represent that this budget item will be adopted, as said determination is within the City Council's sole discretion when adopting each budget. Professional Service Agreement - Page 2 of 6 DocuSign Envelope ID: 093C07D7-687B-44A5-B9BE-E8A61 DE1 OBBE 8. Independent Contractor; Release. (A) In performing this Agreement, both the City and Contractor shall act in an individual capacity and not as agents, representatives, employees, employers, partners, joint venturers, or associates of one another. Contractor shall perform all professional services as an independent contractor and shall furnish such Services in his own manner and method, and under no circumstance or condition shall an employee, agent, or representative of either party be considered or construed to be an employee, agent, or representative of the other party. (B) As an independent contractor, no workers' compensation insurance shall be obtained by City covering the Contractor and employees of the Contractor. The Contractor shall comply with any and all workers' compensation laws pertaining to the Contractor and employees of the Contractor. 9. Subcontractors. Contractor may not use subcontractors in connection with the work performed under this Agreement. 10. Amendments. This Agreement may be amended or modified only in writing executed by authorized representatives of both parties. 11. Waiver. No waiver by either party of any breach of any term or condition of this Agreement waives any subsequent breach of the same. 12. Taxes. The Contractor covenants to pay payroll taxes, Medicare taxes, FICA taxes, unemployment taxes and all other applicable taxes. Upon request, the City Manager shall be provided proof of payment of these taxes within 15 days of such request. 13. Notice. Any notice required under this Agreement must be given by fax, hand delivery, or certified mail, postage prepaid, and is deemed received on the day faxed or hand -delivered or on the third day after postmark if sent by certified mail. Notice must be sent as follows: IF TO CITY: City of Corpus Christi Attn: Reba George, Assistant Director 2726 Holly Road Corpus Christi, TX 78415 IF TO CONTRACTOR: NewGen Strategies and Solutions, LLC Attn: Chris D. Ekrut, Chief Financial Officer 275 W. Campbell Road, Suite 440 Richardson, Texas 75080 Professional Service Agreement - Page 3 of 6 DocuSign Envelope ID: 093C07D7-687B-44A5-B9BE-E8A61 DE1 OBBE 14. CONTRACTOR SHALL FULLY INDEMNIFY, HOLD HARMLESS AND DEFEND THE CITY OF CORPUS CHRISTI AND ITS OFFICERS, EMPLOYEES AND AGENTS ("INDEMNITEES') FROM AND AGAINST ANY AND ALL LIABILITY, LOSS, CLAIMS, DEMANDS, SUITS, AND CAUSES OF ACTION OF WHATEVER NATURE, CHARACTER, OR DESCRIPTION ON ACCOUNT OF PERSONAL INJURIES, PROPERTY LOSS, OR DAMAGE, OR ANY OTHER KIND OF INJURY, LOSS, OR DAMAGE, INCLUDING ALL EXPENSES OF LITIGATION, COURT COSTS, ATTORNEYS' FEES AND EXPERT WITNESS FEES, WHICH ARISE OR ARE CLAIMED TO ARISE OUT OF OR IN CONNECTION WITH A BREACH OF THIS AGREEMENT OR THE PERFORMANCE OF THIS AGREEMENT BY THE CONTRACTOR OR RESULTS FROM THE NEGLIGENT ACT, OMISSION, MISCONDUCT, OR FAULT OF THE CONTRACTOR OR ITS EMPLOYEES OR AGENTS. CONTRACTOR MUST, AT ITS OWN EXPENSE, INVESTIGATE ALL CLAIMS AND DEMANDS, ATTEND TO THEIR SETTLEMENT OR OTHER DISPOSITION, DEFEND ALL ACTIONS BASED THEREON WITH COUNSEL SATISFACTORY TO THE CITY ATTORNEY, AND PAY ALL CHARGES OF ATTORNEYS AND ALL OTHER COSTS AND EXPENSES OF ANY KIND ARISING OR RESULTING FROM ANY SAID LIABILITY, DAMAGE, LOSS, CLAIMS, DEMANDS, SUITS, OR ACTIONS. THE INDEMNIFICATION OBLIGATIONS OF CONTRACTOR UNDER THIS SECTION SHALL SURVIVE THE EXPIRATION OR EARLIER TERMINATION OF THIS AGREEMENT. 15. Termination. (A) The City Manager may terminate this Agreement for Contractor's failure to perform the work specified in this Agreement or to keep any required insurance policies in force during the entire term of this Agreement. The Contract Administrator must give the Contractor written notice of the breach and set out a reasonable opportunity to cure. If the Contractor has not cured within the cure period, the City Manager may terminate this Agreement immediately thereafter. (B) Alternatively, the City Manager may terminate this Agreement for convenience upon 30 days advance written notice to the Contractor. The City Manager may also terminate this Agreement upon 24 hours written notice to the Contractor for failure to pay or provide proof of payment of taxes as set out in this Agreement. 16. Assignment. No assignment of this Agreement by the Contractor, or of any right or interest contained herein, is effective unless the City Manager first gives written consent to such assignment. The performance of this Agreement by the Contractor is of the essence of this Agreement, and the City Manager's right to Professional Service Agreement - Page 4 of 6 DocuSign Envelope ID: 093C07D7-687B-44A5-B9BE-E8A61 DE1 OBBE withhold consent to such assignment is within the sole discretion of the City Manager on any ground whatsoever. 17. Severability. Each provision of this Agreement is considered to be severable and, if, for any reason, any provision or part of this Agreement is determined to be invalid and contrary to applicable law, such invalidity shall not impair the operation of nor affect those portions of this Agreement that are valid, but this Agreement shall be construed and enforced in all respects as if the invalid or unenforceable provision or part had been omitted. 18. Order of Precedence. In the event of any conflicts or inconsistencies between this Agreement, its attachments, and exhibits, such conflicts and inconsistencies will be resolved by reference to the documents in the following order of priority: A. this Agreement (excluding all attachments and exhibits); B. its attachments; then, C. its exhibits, if any. 19. Certificate of Interested Parties. Contractor agrees to comply with Texas Government Code Section 2252.908, as it may be amended, and to complete Form 1295 "Certificate of Interested Parties" as part of this Agreement if required by said statute. 20. Governing Law. This Agreement is subject to all federal, State, and local laws, rules, and regulations. The applicable law for any legal disputes arising out of this Agreement is the law of the State of Texas, and such form and venue for such disputes is the appropriate district, county, or justice court in and for Nueces County, Texas. 21. Entire Agreement. This Agreement constitutes the entire agreement between the parties concerning the subject matter of this Agreement and supersedes all prior negotiations, arrangements, agreements and understandings, either oral or written, between the parties (SIGNATURE PAGE FOLLOWS) Professional Service Agreement - Page 5 of 6 DocuSign Envelope ID: 093C07D7-687B-44A5-B9BE-E8A61 DE1 OBBE CONTRACT Signature: RI Signed by: OAP).- RI II Printed Name: EEB•Ev-9E6•4o� Matthew B. Garrett Title: Managing Partner 7/8/2022 Date: CITY OF CORPUS CHRISTI , —DocuSigned by: r��4�sgsEc... Josh Chronley Assistant Director, Finance - Procurement 7/21/2022 Date: APPROVED AS TO LEGAL FORM: DocuSigned by: –.54D44",2‘54-9-13 Assistant City Attorney 7/21/2022 Date Attached and Incorporated by Reference: Attachment A: Scope of Work Attachment B: Insurance and Bond Requirements Professional Service Agreement — M2022-113 Council 7-19-2022 Authorized By SDS leik (Jt • ATTEST: ,.—DocuSigned by: `-37A771320 01947D... Rebecca Huerta City Secretary Page 6 of 6 DocuSign Envelope ID: 093C07D7-687B-44A5-B9BE-E8A61 DE1 OBBE Attachment A- Scope of Work 1.1. General Requirements The primary objectives of this project are: • Conduct a comprehensive cost of service analysis for water, wastewater, and reuse (effluent). • Develop a new utility rate model to replace the one currently in use by the City of Corpus Christi. • Incorporate a financial planning model to allow for `what -if scenarios and projecting future costs and rate impacts. 1.2. Scope of Work The scope of work shall include, but will not be limited to: Task 1: Project Initiation and Management Coordinate a project kickoff meeting with city staff to review/identify project tasks, approach and methods, communication channels, deliverables, and data needs to complete the project. Develop an approved project timeline. Identify pricing and rate setting objectives. Task 2: Consumption and Revenue Analysis Study historical consumption by all customer types and develop usage and growth factors for each type. Examine all current customer classifications. Analyze current revenues at current rates. Task 3: Financial Planning and Rate Model Development Review financial policies. Determine revenue requirement for water, wastewater, and reuse for multi-year period. Determine impacts that each customer class puts on assets of the water, wastewater and reuse system. Develop financial planning and rate model with the following attributes/functionalities: - User friendly and flexible - Ability to model multiple rate structures at the same time - Ability to change one or more factors of usage, debt service, O&M, etc. and observe rate impacts - Incorporate financial planning over multiple years with the ability to change certain standard assumptions by year - Flag results such as failure to meet debt coverage reserves falling below target levels - Provide graphics and easy to understand summary tables RFQ Template 01.13.2020 DocuSign Envelope ID: 093C07D7-687B-44A5-B9BE-E8A61 DE1 OBBE Task 4: Water, Wastewater, and Reuse Cost of Service The consulting team will follow the accepted process for conducting a water utility cost of service study as detailed in the American Water Works Association (AWWA) Manual of Water Supply Practices Ml, Principles of Water Rates, Fees, and Charges (AWWA Manual M1). The wastewater utility and reuse cost of service study standard to be used is detailed in the Water Environment Federation (WEF) Manual of Practice No. 27, Financing and Charges for Wastewater Systems published by the WEF. Task 5: Rate Design and Comparison Evaluate current rate structure providing alternatives. Evaluation will include affordability and equity. Complete a benchmarking analysis to compare the proposed rate structure and rates with the seven (7) largest Texas cities and other communities of comparable size and service characteristics. Task 6: Reports and Presentations A draft and final report will be completed documenting the process, recommended changes, and results of the cost of service and rate study. An electronic copy of the final financial planning and rate model will be provided. A presentation will be developed to summarize process, findings, and recommendations to the Executive Leadership Team and/or City Council. Task 7: Training and Support Training on the model will be provided to City staff. A comprehensive Training Manual on the model will be developed. Assist City staff with responses to questions arising during the rate review/budget adoption process. 1.3. Contractor/Consultant Quality Control The Contractor/Consultant shall establish and maintain a complete Quality Assurance/Control Program that is acceptable to the City to assure that the requirements of the project are provided as specified. RFQ Template 01.13.2020 DocuSign Envelope ID: 093C07D7-687B-44A5-B9BE-E8A61 DE1 OBBE Attachment C -Insurance Requirements LIABILITY INSURANCE 1. Contractor must not commence work under this agreement until all insurance required herein has been obtained and approved by the City. Contractor must not allow any subcontractor to commence work until all similar insurance required of the subcontractor has been so obtained. 2. Contractor must furnish to the City's Risk Manager and Contract Administrator, one (1) copy of Certificates of Insurance with applicable policy endorsements showing the following minimum coverage by an insurance company(s) acceptable to the City's Risk Manager. Project name and/or number must be listed in Description Box of Certificate of Insurance. TYPE OF INSURANCE MINIMUM INSURANCE COVERAGE $1,000,000 Per Claim (Defense costs not included in face value of the policy) If claims made policy, retro date PROFESSIONAL LIABILITY must be at or prior to inception of (Errors and Omissions) agreement, have extended reporting period provisions and identify any limitations regarding who is insured. 3. In the event of accidents of any kind related to this project, Contractor must furnish the Risk Manager with copies of all reports of any accidents within 10 days of the accident. Additional Requirements - 1. Applicable for paid employees, Contractor must obtain workers' compensation coverage through a licensed insurance company. The coverage must be written on a policy and endorsements approved by the Texas Department of Insurance. The workers' compensation coverage provided must be in statutory amounts according to the Texas Department of Insurance, Division of Workers' Compensation. An All States Endorsement shall be required if Contractor is not domiciled in the State of Texas. 2. Contractor shall obtain and maintain in full force and effect for the duration of this Contract, and any extension hereof, at Contractor's sole expense, RFQ Template 01.13.2020 DocuSign Envelope ID: 093C07D7-687B-44A5-B9BE-E8A61 DE1 OBBE insurance coverage written on an occurrence basis, by companies authorized and admitted to do business in the State of Texas and with an A.M. Best's rating of no less than A- VII. 3. Contractor shall be required to submit renewal certificates of insurance throughout the term of this contract and any extensions within 10 days of the policy expiration dates. All notices under this Exhibit shall be given to City at the following address: City of Corpus Christi Attn: Risk Management P.O. Box 9277 Corpus Christi, TX 78469-9277 4. Contractor agrees that with respect to the above required insurance, all insurance policies are to contain or be endorsed to contain the following required provisions: ■ List the City and its officers, officials, employees, and volunteers, as additional insureds by endorsement with regard to operations, completed operations and activities of or on behalf of the named insured performed under contract with the City, with the exception of the workers' compensation policy. ■ Provide for an endorsement that the "other insurance" clause shall not apply to the City of Corpus Christi where the City is an additional insured shown on the policy; ■ Workers' compensation and employers' liability policies will provide a waiver of subrogation in favor of the City; and ■ Provide 30 calendar days advance written notice directly to City of any cancellation, non -renewal, material change or termination in coverage and not less than ten calendar days advance written notice for nonpayment of premium. 5. Within five calendar days of a cancellation, non -renewal, material change or termination of coverage, Contractor shall provide a replacement Certificate of Insurance and applicable endorsements to City. City shall have the option to suspend Contractor's performance should there be a lapse in coverage at any time during this contract. Failure to provide and to maintain the required insurance shall constitute a material breach of this contract. 6. In addition to any other remedies the City may have upon Contractor's failure to provide and maintain any insurance or policy endorsements to the extent RFQ Template 01.13.2020 DocuSign Envelope ID: 093C07D7-687B-44A5-B9BE-E8A61 DE1 OBBE and within the time herein required, the City shall have the right to order Contractor to stop work hereunder, and/or withhold any payment(s) which become due to Contractor hereunder until Contractor demonstrates compliance with the requirements hereof. 7. Nothing herein contained shall be construed as limiting in any way the extent to which Contractor may be held responsible for payments of damages to persons or property resulting from Contractor's or its subcontractor's performance of the work covered under this contract. 8. It is agreed that Contractor's insurance shall be deemed primary and non- contributory with respect to any insurance or self-insurance carried by the City of Corpus Christi for liability arising out of operations under this contract. 9. It is understood and agreed that the insurance required is in addition to and separate from any other obligation contained in this agreement. 2021 Insurance Requirements Ins. Req. Exhibit 3-H Professional Services - Other Professional Services 05/10/2021 Risk Management- Legal Dept. RFQ Template 01.13.2020 AGENDA MEMORANDUM Action Item for the City Council Meeting February 20, 2024 DATE: February 6, 2024 TO: Peter Zanoni, City Manager FROM: David S. Lehfeldt, Director of Solid Waste DavidL3@cctexas.com (361) 826-1966 Josh Chronley, Assistant Director of Contracts & Procurement JoshC2@cctexas.com (361) 826-3169 Purchase of Modular Building for Solid Waste Services CAPTION: Motion authorizing the purchase of a modular building from Mobile Modular Management Corporation, a division of McGrath RentCorp., through the OMNIA Partners Cooperative, for $330,063.05, to meet short-term office requirements for Solid Waste Services, with FY 2024 funding from the General Fund. SUMMARY: This motion authorizes the purchase of a modular building for the Solid Waste Service's Administrative staff to meet short-term office requirements. A short-term solution is needed until the construction of a permanent administrative building is completed within the next 4 — 5 years. BACKGROUND AND FINDINGS: Solid Waste Operations has the need for a new and larger office space to replace/combine inadequate office spaces located at 2525 Hygeia. Currently, the existing office floor is sinking and causing interior walls to separate from the main structure, the stairs have become a hazard and liability risk. Staff that will office in the new structure are currently located in three different areas, this new building will foster a better working environment for them. The new modular building is approximately 2,880 sq ft and will contain eight offices and up to six workstations with a common area large enough to accommodate up to 25 people for meetings. The existing utility infrastructure is available and the set-up cost for the purchased building will be minimal. The approved Capital Improvement Program includes the construction of a new Solid Waste Department Complex to house the entire Solid Waste Department. The purchase will cover the time period required to construct the new Solid Waste administrative building. Once complete, this modular building will be transferred to Asset Management for use in other areas of the City. PROCUREMENT DETAIL: This procurement is through the Omnia Partners Cooperative. Contracts awarded through the Omnia Partners Cooperative have been competitively procured in compliance with Texas Local and State procurement requirements. ALTERNATIVES: Alternatives include maintaining the current crowded, deteriorated, and inefficient office configuration or building a permanent structure at the existing location for approximately $350/sq ft, that would not be ideally located for future development. FINANCIAL ANALYSIS With the permanent administrative building being completed in an estimated 4-5 years, the cost to purchase the modular building at $330,063 vs. $88,590 rental per year, proves to be the most feasible option for the city. The break even cost on the modular building when comparing the two options is 3.7 years, which is less than the estimated construction timeframe. Once the permanent administrative building is ready, Asset Management can continue to use the purchased modular building throughout the city in other areas as they see fit. FISCAL IMPACT: This fiscal impact for FY 2024 is a total amount of $330,063.05 in the General Fund. FUNDING DETAIL: Fund: 1020 General Fund Organization/Activity: 12510 Refuse Collection Department: 31 Solid Waste Services Project # (CIP Only): Account: 550010 Buildings RECOMMENDATION: Staff recommends approval of this motion authorizing a purchase agreement with Mobile Modular Management Corporation for the modular building as presented. LIST OF SUPPORTING DOCUMENTS: Purchase Agreement Price Sheet mobile 110 modular a Division of McGrath RentCorp Corporate Headquarters 5700 Las Positas Rd Livermore, CA 94551 925-606-9000 www.mgrc.com MOBILE MODULAR SOURCEWELL CONTRACT ID# 120822 -MMR Sale Quotation and Agreement Quote # Date of Quote Quote Expiration Date: Estimate Del Date Buyer PO#: Q-413081 12/07/2023 01/06/2024 03/20/2024 Buyer Name and Billing Address Site Information Seller Name City of Corpus Christi ("Buyer") PO Box 9277 CORPUS CHRISTI, TX 78469 Philip Aldridge Phone #: (361) 826-4482 Sourcewell Account# 27655 Gabriel Maldonado 2525 Hygeia Corpus Christi, TX 78415 Cell: 1 (361) 826-1986 Mobile Modular Management Corporation ("Seller") Questions? Contact: Carlton Raulston carl.raulston@mobilemodular.com Direct Phone: 1 (817) 663-8527 Equipment and Accessories Qty Purchase Price Extended Purchase Price Taxable Office, 48x60 TX (NonStd)(4FIr) (Non -Standard Configuration.Size excludes 4' towbar.) Sourcewell building price @ $143.00/SF x 2880 = $411,840.00 (-) minus MM Discount $150,913.95 = Total = $260,926.05 1 $260,926.05 N Charges Upon Delivery Qty Charge Each Total One Time Taxable Office, 48x60 TX (NonStd)(4FIr) (Non -Standard Configuration.Size excludes 4' towbar.) Delivery Block and Level Building Additional Labor, On Blvl, Other (Skirting Install Labor) Delivery Haulage Fuel Installation, Ramp Custom Plan (Install PT Wood Deck -Step -Ramp / Material + Labor) Service, Fixtures, Furniture, Equipment (Sale and Delivery of (6) Workstations to City of Corpus Christi -NEW Product) Furniture Sourcewell price @ 5% discount off of standard furniture. 4 1 1 4 1 1 $4,625.00 $16,120.00 $3,645.00 $159.00 $16,965.00 $13,271.00 $18,500.00 $16,120.00 $3,645.00 $636.00 $16,965.00 $13,271.00 N N N N N N Total Estimated Charges Subtotal Taxes Total Charges (including tax) $330,063.05 N/A $330,063.05 Special Notes Mobile Modular Sourcewell Contract#1208220-MMR. (1) Dry 48x60 (no RR) Modular Building, sale price using standard Sourcewell pricing (-) minus MM discount. All one-time charges including delivery, installation, ADA Ramp, etc. was priced using RSMeans plus 17% Markup. Additional Information • Quote is valid for 30 days. • Buyer's site must be dry, compacted, level and accessible by normal truck delivery. Costs to dolly, crane, forklift, etc. will be paid by Buyer. Unless noted, prices do not include permits, stairs, foundation systems, temporary power, skirting, engineering, taxes or utility hookups. • Subject to equipment availability. Unless noted, equipment and related furnishings, finishes, accessories and appliances provided are previously leased and materials, dimensions, and specifications vary. Detailed specifications may be available upon request. • This transaction is subject to prior credit approval • Down Payment required upon execution of agreement. Quote # Q-413081 12/7/2023 6:10:36 PM Page 1 of 6 mobile 110 modular a Division of McGrath RentCorp Corporate Headquarters 5700 Las Positas Rd Livermore, CA 94551 925-606-9000 www.mgrc.com MOBILE MODULAR SOURCEWELL CONTRACT ID# 120822 -MMR Sale Quotation and Agreement Quote # Date of Quote Quote Expiration Date: Estimate Del Date Buyer PO#: Q-413081 12/07/2023 01/06/2024 03/20/2024 • Sales Tax will be calculated based on the tax rate at the time of invoicing. • Unless otherwise noted, prices do not include prevailing wages, Davis -Bacon wages, or other special or certified wages. Quote # Q-413081 12/7/2023 6:10:36 PM Page 2 of 6 mobile modular •• a Division of McGrath RentCorp Corporate Headquarters 5700 Las Positas Rd Livermore, CA 94551 925-606-9000 www.mgrc.com MOBILE MODULAR SOURCEWELL CONTRACT ID# 120822 -MMR Sale Quotation and Agreement Quote # Q-413081 Date of Quote 12/07/2023 Quote Expiration Date: 01/06/2024 Estimate Del Date 03/20/2024 Buyer PO#: This Sale Quotation and Agreement is entered into by and between Seller and Buyer effective as of the date signed by Buyer. This Sale Quotation and Agreement includes the terms and conditions set forth in the following two documents (collectively, the "Agreement"), each of which is incorporated herein by this reference: 1. Sale Terms and Conditions attached hereto; and 2. Supplemental Sale Terms and Conditions located at (https://www.mobilemodular.com/contractterms), as the same may be updated from time to time in the sole and absolute discretion of Lessor. By signing below, Seller: (1) acknowledges and agrees that it has received, read and understands the terms of this Agreement and agrees to be bound by the terms of this Agreement, including prices and specifications, and (2) instructs Seller to make appropriate arrangements for the preparation and delivery of the Equipment identified herein. This Agreement may be executed in one or more counterparts (including through the use of electronic signatures), each of which shall be deemed an original and all of which shall constitute one and the same Agreement. Upon execution of this Agreement, Seller shall generate a Sale Agreement Number, which shall be referenced on all Seller invoices. No document provided by Buyer including, without limitation, Buyer's purchase orders, work orders, bills of lading, or forms for receipt or acknowledgment or authorization ("Buyer Forms"), nor the terms and conditions associated with such Buyer Forms, shall amend, modify, supplement, waive, or release any term or condition of this Agreement even if such Buyer Forms are signed by an agent or representative of Seller. The terms and conditions of this Agreement shall prevail over any Buyer Forms, and any inconsistent or additional terms and conditions in Buyer Forms shall be deemed void ab initio and of no force or effect. The individuals signing this Agreement affirm that they are duly authorized to execute this Agreement by and on behalf of the parties hereto. SELLER: Mobile Modular Management Corporation a division of McGrath RentCorp BUYER: City of Corpus Christi Signature: Signature: Name: Name: Title: Title: Date: Date: Quote # Q-413081 12/7/2023 6:10:36 PM Page 3 of 6 mobile III modular a Division of McGrath RentCorp Corporate Headquarters 5700 Las Positas Rd Livermore, CA 94551 925-606-9000 www.mgrc.com Sale Quotation and Agreement Quote # Q-413081 Date of Quote 12/07/2023 Quote Expiration Date: 01/06/2024 Estimate Del Date 03/20/2024 Buyer PO#: MOBILE MODULAR SOURCEWELL CONTRACT ID# 120822 -MMR SALE TERMS AND CONDITIONS 1. SALE. Seller sells to Buyer, and Buyer purchases from Seller, the equipment listed on the Agreement hereto ("Equipment") on the terms and conditions set forth herein. This Agreement constitutes a separate and independent sale (a "Sale") of the Equipment specified in the Agreement. 2. TIME PAYMENT; TITLE RETENTION. (a) PURCHASE PRICE. The aggregate amount of the purchase price (the "Purchase Price") is set forth in the Agreement. Unless otherwise specified in writing, Buyer agrees to pay Seller twenty five percent (25%) of the Purchase Price upon execution of the Agreement; sixty five percent (65%) no fewer than two days prior to the scheduled delivery date; and the remaining ten percent (10%) within thirty (30) days of substantial completion (substantial completion does not include punch list items). In addition to the Purchase Price, Buyer shall pay such charges as are attributable to circumstances related to the delivery, drop-off and relocation of Equipment. (b) TITLE/RETENTION. Title to the Equipment shall not pass to Buyer before the entire Purchase Price has been paid to Seller. Upon Seller's receipt of payment in full of the Purchase Price, title to the Equipment shall transfer to Buyer, free and clear of all encumbrances arising by or through Seller. All payments due from Buyer pursuant to the terms of the Agreement shall be made without any abatement or set off of any kind, arising from any cause. 2. CANCELLATION. All sales are final and non-refundable upon delivery of the Equipment to Buyer's site location. Any requests to cancel or reschedule orders prior to delivery may or may not be accepted in Seller's sole discretion and must be agreed upon by Seller in writing. Without waiving any of its rights, Seller is entitled to recover its costs incurred and profits lost as a result of Buyer's cancellation or rescheduling of an order. A cancellation fee may be assessed against Buyer. In no event shall such fee exceed the full value of the Agreement. If Buyer has made down payment(s) to Seller prior to cancellation and the cancellation fee is less than the amount(s) already paid, Seller shall deduct the amount of the cancellation fee from any refund that may be owed to Buyer. If down payment amount(s) already made are less than the cancellation fee, Seller shall apply the full down payment amount(s) to the payment of the cancellation fee and Buyer will pay the remaining cancellation fee balance within ten (10) business days after receiving written notice of the balance due. If no down payment has been made by Buyer at the time of cancellation, Buyer shall pay to Seller the entire cancellation balance within ten (10) business days of receipt of written notice from Seller stating the cancellation fee balance that is due. 3. DELIVERY AND PLACEMENT OF EQUIPMENT. Seller agrees to deliver the Equipment to the site location listed on the Agreement (the "Site"). Buyer warrants and represents that it has exercised due diligence and care in selecting a suitable site for the Equipment, shall clearly mark the site of placement and shall direct Seller on exact placement and orientation of the Equipment. Upon request from Buyer and for an additional fee, Seller will perform a site visit and make recommendations on placement as it relates to site accessibility and layout. Buyer further warrants that the Site will have (1) safe access free from encumbrances; (2) a level pad, which is hereby defined as having no greater than a 4 - inch drop in 40 feet (length) and no greater than a 1 -inch drop in 8 feet (width); and (3) adequate soil bearing pressure of not less than 1500 psf, except in the state of Florida, where the minimum soil bearing pressure is 2000 psf. Following delivery, Seller will remove all Seller -owned Equipment such as plywood, tools, etc. prior to or at the time of building acceptance. Buyer is responsible for all necessary permits, utility hookups, and Site preparation. 4. INSPECTION AND ACCEPTANCE. Following delivery and setup of the Equipment, Buyer shall inspect the Equipment within forty-eight (48) hours of substantial completion and provide immediate written notice to Seller specifying defects, if any, which Buyer observes. If Buyer fails to provide such notice within four (4) days following substantial completion of the project, it shall be conclusively presumed between Buyer and Seller that Buyer has inspected the Equipment and that all Equipment is in conformance with the Agreement and has been accepted by Buyer. 5. BUYER AGREEMENTS. Buyer agrees that Seller may insert in the Agreement, the serial number and other identification data relating to the Equipment when ascertained by Seller. 6. LOSS OR DAMAGE. All risk of loss or damage to the Equipment shall transfer to Buyer upon delivery of the Equipment to the site location. Buyer agrees to indemnify and hold Seller harmless from any loss resulting from the theft, destruction or damage to the Equipment. The cost of any required repairs shall be borne by Buyer. Any loss of or damage to the Equipment shall not alleviate Buyer's obligation to pay Seller any remaining balance of the Purchase Price existing at the time of the loss. 7. INSURANCE. Upon delivery of the Equipment and until Buyer has paid for the Equipment in full, Buyer shall provide, maintain, and pay all premiums for property insurance covering the loss, theft, destruction, or damage to the Equipment in an amount not less than the full replacement value and will name Seller as loss payee of the proceeds, unless Buyer has paid Seller the entire purchase price in full prior to the scheduled delivery of the Equipment. This coverage will extend to all property of Seller located at the delivery site during the installation. Upon receipt of the proceeds of any insurance, Seller will refund to Buyer any amounts in excess of the balance due Seller by the Buyer in fulfilling the obligations specified herein. Notwithstanding the above, Buyer shall also provide, maintain, and pay all premiums for general liability insurance in the amount of $1,000,000.00 (one million dollars) and name Seller as an additional insured. All insurance shall be with a company having an A.M. Best rating of A- or better, and shall not be subject to cancellation without thirty (30) days prior written notice to Seller. Buyer shall deliver to Seller insurance certificates, or evidence of insurance proving the existence of policies meeting the above requirements, upon execution of the Agreement. Seller may require Buyer's insurance carrier to be licensed to do business in the state where the Equipment is being sold. Buyer's obligation to provide said insurance will cease once Equipment has been paid for in full and pursuant to Section 2. Quote # Q-413081 12/7/2023 6:10:36 PM Page 4 of 6 mobile 110 modular a Division of McGrath RentCorp Corporate Headquarters 5700 Las Positas Rd Livermore, CA 94551 925-606-9000 www.mgrc.com MOBILE MODULAR SOURCEWELL CONTRACT ID# 120822 -MMR 8. WAIVER AND INDEMNIFICATION. Sale Quotation and Agreement Quote # Q-413081 Date of Quote 12/07/2023 Quote Expiration Date: 01/06/2024 Estimate Del Date 03/20/2024 Buyer PO#: (a) Buyer hereby waives and releases all claims against Seller for (i) loss of or damage to all property, goods, wares and merchandise in, upon or about the Equipment and (ii) injuries to Buyer, Buyer's agents and third persons. Seller shall not be liable for any consequential, incidental, or special damages of any kind (including, but not limited to damages for loss of use or of profit by Buyer or any other party; or for any collateral damages), whether or not caused or continued by Seller's negligence or delay, which may result from or arise in connection with the manufacture, delivery, installation, checkout or use of the Equipment or in connection with the services rendered by Seller hereunder. (b) Buyer shall indemnify and hold Seller (and its agents and employees) harmless from and against any and all claims, actions or proceedings and any and all damages, liabilities, losses, costs and expenses (including attorney fees) arising out of or in connection with the Agreement, including all damages, liabilities, losses, costs and expenses arising from Seller's negligence. If the foregoing obligation is not enforceable against Buyer under applicable law, Buyer agrees to indemnify and hold Seller harmless from damages, liabilities, losses, costs and expenses to the maximum extent permitted by applicable law. 9. TERMINATION FOLLOWING BREACH. In the event (a) of bankruptcy or insolvency of Buyer, or in the event any proceeding is brought by or against Buyer voluntarily or involuntarily, under the provisions of the Bankruptcy Code of the United States, for the appointment of a receiver or trustee or any assignment for the benefit of creditors of Buyer, or (b) that Buyer fails to make timely payments, or perform any of its other obligations, under the Agreement, and such failure or default is not cured within ten (10) days after written notice of such failure or default is provided by Seller, the Agreement automatically shall be terminated in the case of any event described in clause (a) above and may be terminated by Seller in the case of any event described in clause (b) above and, upon such termination, full payment pursuant to the terms of the Agreement shall become immediately due and payable from Buyer. In the event of any such breach or termination, Seller shall have all rights provided by law and under the terms and conditions of the Agreement, including but not limited to: repossession and disposal of the Equipment (and, if any personal property shall remain located in the Equipment at such time, Buyer consents to Seller's possession and disposal or destruction of such personal property without notice or accounting to Buyer) and recovery of attorney's fees and other reasonable costs and expenses associated with any breach or termination (including any such disposal or destruction), shall be reimbursed by Buyer on demand of Seller. 10. GOVERNING LAW. Buyer and Seller agree that the Agreement shall be governed in all respects by, and interpreted in accordance with the laws of, the State of California, without regard to its conflicts of laws provisions. 11. JURISDICTION. (a) If the law of the State of Maryland or Virginia shall apply to the Agreement, it is agreed that the venue for a legal action relating to the Agreement shall be proper if brought in Alameda County, State of California. Subject to Section 9 the prevailing party shall be entitled to recover reasonable attorneys' fees and court costs, whether or not the action proceeds to judgment. (b) If the law of any State other than Maryland shall apply to the Agreement, the Federal District Courts located within the State of California shall have non-exclusive jurisdiction over any lawsuit brought by Buyer or Seller as a result of any dispute regarding matters arising in connection with the Agreement. Further, it is agreed that the venue for a legal action relating to the Agreement shall be proper if brought in Alameda County, State of California. Subject to Section 9 the prevailing party shall be entitled to recover reasonable attorneys' fees and court costs, whether or not the action proceeds to judgment. 12. SELLER'S EXPENSES. Buyer shall pay Seller all costs and expenses, including reasonable attorneys' fees, incurred by Seller in exercising any of the terms, conditions or provisions of the Agreement. 13. LICENSE AND TRANSFER FEE(S). If so listed on the Agreement, the Purchase Price includes license and/or transfer fees. Buyer will be billed directly by the State for future annual license fees where applicable. 14. COMPLIANCE WITH LAW. Buyer assumes all responsibility for any and all licenses, clearances, permits and other certificates as may be required for Buyer's lawful operation, use, possession and occupancy of the Equipment. Buyer agrees to fully comply with all laws, rules, regulations and orders of all local, state and federal governmental authorities which in any way relate to the Equipment; and to indemnify and hold Seller harmless from any and all fines, forfeitures, seizures, penalties or other liabilities that may arise from any infringement or violation of any such law, rule, regulation or order. 15. FEDERAL CONTRACTOR. As a federal contractor, Seller's contracts are subject to the provisions of (i) Executive Order 11246, (41 CFR 60- 1.4); (ii) section 503 of the Rehabilitation Act of 1973, (41 CFR 60-741.5(a); and (iii) section 4212 of the Vietnam Era Veterans Readjustment Act of 1974, (41 CFR 60-300.5(a). Seller shall abide bythe requirements of 41 CFR 60-741.5(a) and 41 CFR 60-300.5(a). These regulations prohibit discrimination against qualified individuals on the basis of disability, and qualified protected veterans, and require affirmative action by covered prime contractors and subcontractors to employ and advance in employment qualified individuals with disabilities, and qualified protected veterans. 16. MISCELLANEOUS. (a) MODIFICATIONS AND AMENDMENTS. Representations and warranties made by any person, including agents and representatives of Seller, which are inconsistent or conflict with the terms of the warranty contained in Section 1 of the Incorporated Provisions on the website (including but not limited to the liability of Seller as set forth above) shall not be binding upon Seller unless reduced to writing and approved by Quote # Q-413081 12/7/2023 6:10:36 PM Page 5 of 6 mobile 110 modular a Division of McGrath RentCorp Corporate Headquarters 5700 Las Positas Rd Livermore, CA 94551 925-606-9000 www.mgrc.com MOBILE MODULAR SOURCEWELL CONTRACT ID# 120822 -MMR Sale Quotation and Agreement Quote # Q-413081 Date of Quote 12/07/2023 Quote Expiration Date: 01/06/2024 Estimate Del Date 03/20/2024 Buyer PO#: an officer of Seller. Notwithstanding the foregoing, from time to time, Buyer or Seller may request modifications to the scope of work hereunder, which at the sole option of the Seller may be accepted and thus alter the final price stipulated herein. These changes in scope will be deemed approved by Buyer when evidence of work performance is presented by Seller. (b) NO WAIVER. Failure of Seller to enforce any term or condition of the Agreement shall not constitute waiver of any rights stipulated herein, nor shall it in any manner affect the rights of Seller to enforce any of the provisions stated herein. Waiver by Seller of any provision of the Agreement shall be valid only as provided in subsection (a) above and only with respect to the specific matter to which such waiver relates. (c) If the law of the State of North Carolina shall apply to the Agreement, the does not constitute a "construction contract" or otherwise relate to the improvement of real estate or the design, planning, construction, alteration, repair or maintenance of a building, structure or appurtenance. 17. ENTIRE AGREEMENT. This Agreement constitutes the entire agreement between Seller and Buyer regarding the subject matter hereof. If any part of the Agreement is found to be invalid or illegal, Buyer and Seller agree that only the invalid or illegal portion of the Agreement will be eliminated. Sale Terms and Conditions, Rev12/12/16 Quote # Q-413081 12/7/2023 6:10:36 PM Page 6 of 6 Hygeia Office Deterioration February 20, 2024 SERVICES The Issue • Building has interior deterioration • Sinking Floor • Interior walls separating from ceiling • Trip hazardous • Current space is too small to accommodate the staff managing waste collection operations at the administrative office • 50+ drivers dispatch from current offices 4 • 6 additional staff located in additional areas will join .�' SERVICES Interior Wall Example • Multiple interior walls separating from ceiling. SERVICES Trip Hazards •Floor sinking creating separation from stairs. SERVICES Exterior Door • Exterior door wall is sinking causing potential egress issues. DW Lo$,us Cyd �.1 SERVICES Lease vs Purchase Options • Solid Waste Performed a Cost Benefit Analysis: o Average Lease cost per year $ 88,590 o Purchase cost $330,063 o Break even at 3.7 years • The purchase of the modular building was unbudgeted for FY24, but proves to be the most cost-efficient option SERVICES AGENDA MEMORANDUM Action Item for the City Council Meeting of February 13, 2024 DATE: February 13, 2024 TO: Peter Zanoni, City Manager FROM: Bill Mahaffey, Director of Gas Operations BillM@cctexas.com (361) 826-1801 Josh Chronley, Assistant Director of Contracts & Procurement JoshC2@cctexas.com (361) 826-3169 Purchase of Mainline Control Stopping Systems for Gas Operations CAPTION: Resolution authorizing the purchase of a mainline control stopping system, used to isolate pressurized gas mains in cases of emergency, from Groebner & Associates, Inc., of Rogers, Minnesota, in the amount of $250,498.10 for the Gas Operations Department, with FY 2024 funding from the Gas Operations Fund. SUMMARY: This resolution authorizes a one-time purchase of the Kleiss Mainline Control Stopping System for Gas Operations. This purchase is important for pipeline repair because the system offers the ability to work with multiple diameter pipe sizes with one fitting and eliminates the need to purchase separate fitting for each pipe size. BACKGROUND AND FINDINGS: The Gas department currently has a service agreement with T.D. Williamson for Emergency Services related to Hot Tapping & Stopple Services for piping with a diameter above 10" but less than 18". Hot Tapping & Stopple Services is a procedure that allows safely making links and connections to the pipeline operating under the pressure without stoppage of operation. However, there is a practical limitation with the system as it requires fittings for each individual pipe size. The Kleis Mainline Control Stopping System is a controllable fittings tool to stop or redirect the flow of gas in distribution system. It is designed to tap and stop flow in natural gas lines 10" through 16" (18" PE) operating at a maximum of 60 psi. It provides safe stopping of natural gas flow in pipelines and allows for streamlined in-place pipeline repairs and new line connections. This system allows operators to stop the flow of natural gas safely and efficiently without shutting down the pipeline. The system can perform purging, by-passing, back -pressuring, and monitoring of system pressures all through a single tap. It can handle multiple diameter pipe sizes with one fitting. PROCUREMENT DETAIL: This is a sole source procurement. Groebner & Associates, Inc. is the single authorized source provider for Kleiss Mainline Control Systems in Central America. ALTERNATIVES: The alternative is to not purchase the equipment and outsource the bypass of larger diameter gas mains. FISCAL IMPACT: The fiscal impact for Gas Operations in FY 2024 is an amount of $250,498.10 with funding from the Gas Operations Fund. FUNDING DETAIL: Fund: Organization/Activity: Mission Element: Project # (CIP Only): Account: RECOMMENDATION: 4130 Gas 34130 Gas Construction 011 Gas Distribution System N/A 520090 Minor tools & equipment Staff recommends approval of this resolution authorizing the purchase of a Mainline Control Stopping System from Groebner & Associates, Inc., of Rogers, Minnesota as presented. LIST OF SUPPORTING DOCUMENTS: Resolution Price Sheet MC Customer List City of Corpus Christi Finance - Procurement - Sr. Buyer: Cynthia Perez Price Sheet Mainline Control Systems for Gas Operations Page 1 of 1 Groebner & Associates, Inc. Rogers, MN ITEM DESCRIPTION QTY Total 1 MCS/KLEISS HOT TAPPING & COMPETION KIT 1 $ 33,954.55 $ 33,954.55 2 PILOT DRILL ADAPTER 3/4"-M12 FOR MCS60-1016 1 $141.55 $141.55 3 STEEL & CI CUTTER 1004HM 3.8" WITH 1 $887.73 $887.73 4 PILOT DRILL FOR 1 $249.55 $249.55 5 CUTTER 1003 FOR PE 3.8 W/7/8 BST 1 $1,795.91 $1,795.91 6 SAFETY FITTING (SILVER) FITS ALL 7 $116.18 $813.26 7 KLEISS VENTURI VENT STACK w/ 30' ANTISTATIC 1 $3,694.09 $3,694.09 8 10"-16"CARB STL 4"FLx2 1/2"TH COMP PLUG&BLIND 4 $2,078.18 $8,312.72 9 HANDPUMP TYPE 511 W/HOSE 1 $560.45 $560.45 10 MAGNETIC SPINDLE MCS -1016 1 $661.91 $661.91 11 BY-PASS GAUGE TREE 160 PSI 1" FEM CAMLK 2 $249.55 $499.10 12 BY-PASS TEE 2 $184.91 $369.82 13 AIR HOSE ADAPTER FEM KLEISS MALE STD 2 $40.09 $80.18 14 MCS/KLEISS FLOW STOPPING TL 10" - 16" 60max PSI 4 $41,923.64 $167,694.56 15 8.85 10.82" ID STOPPER 60 PSI MDS 4 $2,262.27 $9,049.08 16 9.84 12.40" ID STOPPER 60 PSI MDS 4 $2,340.00 $9,360.00 17 12.4 15.74" ID STOPPER 60 PSI MDS 4 $2,605.91 $10,423.64 FREIGHT 1 $1,950.00 $1,950.00 Total Amount $ 250,498.10 Page 1 of 1 Resolution authorizing the purchase of a mainline control stopping system, used to isolate pressurized gas mains in cases of emergency, from Groebner & Associates, Inc., of Rogers, Minnesota, in the amount of $250,498.10 for the Gas Operations Department, with FY 2024 funding from the Gas Operations Fund. WHEREAS, the City's Gas Operations Department needs a mainline control system, which will be utilized to provide for the safe stopping of natural gas flow in pipelines and is critical in sustaining the department's operational reliability for service; WHEREAS, State law provides that such procurements, as outlined above, are subject to statutory procurement requirements, including competitive bids, unless an exception applies; WHEREAS, there is a statutory exemption for this procurement in Local Government Code, Section 252.022(a)(2), as this purchase is necessary to provide to preserve or protect the public health or safety of the municipality's residents; WHEREAS, there is also a statutory exemption for this procurement in Local Government Code, Section 252.022(a)(7)(A), as this purchase is a procurement of items available from only one source due to patents, copyrights, secret processes, or natural monopolies; and WHEREAS, there is an additional statutory exemption for this procurement in Local Government Code, Section 252.022(a)(7)(D), as this purchase is available from only one source as a captive replacement part or component for equipment. Be it resolved by the City Council of the City of Corpus Christi, Texas: Section 1. The City Council specifically finds that the foregoing statements included in the preamble of this resolution are true and correct and adopts such findings for all intents and purposes related to the authorization of this procurement. Section 2. The City Manager, or his designee, is authorized to purchase a mainline control stopping system from Groebner & Associates, Inc., for $250,498.10, with FY 2024 funding from the Gas Operations Fund. PASSED and APPROVED on the day of , 2024. ATTEST: Paulette Guajardo, Mayor Rebecca Huerta, City Secretary 11 844-FLO-STOP 1 sales@mainlinecs.com Mainline Control Systems www.MainlineControlSystems.com As of 12/31/2023 Current Users of MCS Equipment *** Note that the MCS Systems have been lab tested, field tested, and evaluated by Gas Technology Institute (GTI) with support of OTD member utilities in 2015 / 2016 with positive results. COMPANY STATE SYSTEMS Black Hills Energy NE MCS7-2PVC Purchased 2016 CenterPoint Energy TX (2) MCS60-38 & MCS60-1016 Purchased 2019 CenterPoint Energy LA MCS60-38 & MCS120-24 Purchased 2021 Chesapeake Utilities DE MCS60-1016 Purchased 2020 Con Edison NY MCS60-38 Purchased 2017 Connecticut Nat Gas CT MCS60-38 Purchased 2022 Delmarva DE MCS60-38 Purchased 2022 Dominion Gas UT (2) MCS60-38 Purchased 2016 / 2019 DTE / Michcon MI MCS60-1016 Purchased 2014 & MCS15-1824 Purchased 2020 Eversource CT, MA (2) Each MCS60-38, MCS60-1016, & MCS15-1824 Purchased 2018 & 2022 Great Plains Natural Gas Co. MN MCS7-2PVC & MCS15-316 Purchased 2016 Liberty Utilities MO MCS60-G14 Purchased 2022, MCS60-38 Purchased 2019 (2 Towers, 1 Tapping Kit) Madison Gas and Electric WI MCS60-38 Purchased 2017 Montana -Dakota Utilities MT (2) MCS60-38, & MCS60-1016 Purchased 2016/2017/2021 Montana -Dakota Utilities ND (2) MCS60-38 Montana -Dakota Utilities SD MCS60-38 National Grid NY (2) MCS60-38, MCS60-1016, & MCS15-1824 Purchased 2017, (1) MCS60-38 2022 New York State Electric & Gas Corp NY MCS60-38 & MCS60-1016 Purchased 2017 NIPSCO IN MCS60-38 Purchased 2016 Northwestern Energy MT MCS60-38 Norwich Public Utilities CT MCS60-38 Purchased 2017 Palo Alto Public Works CA MCS60-38 & MCS60-2 Purchased 2018 / 2019 844-FLO-STOP 1 sales@mainlinecs.com Mainline Control Systems I www.MainlineControlSystems.com COMPANY STATE SYSTEMS Peoples Gas IL MCS60-1016 Purchased 2018 Peoples Gas PA PA MCS60-38 & MCS60-1016 Purchased 2021 Rochester Gas & Electric NY MCS60-1016 Purchased 2018 Southwest Gas AZ (3) MCS120-24 Xcel Energy CO MCS60-38 & MCS60-2 Xcel Energy MN MCS60-38 Purchased 2016 Xcel Energy ND MCS60-38 Purchased 2016 Kleiss Mainline Control Stopping System Council Presentation February 20, 2024 Current Stopping System Kleiss Maintain Control Stopping System • Meets the needs of North American Natural Gas Local Distribution Companies. • Easier to use and more effective at stopping off flow than current system. • Works with various pipe materials and a wide range of pipe diameters. • A unique system for each job is no longer needed. • Creates a better seal over uneven areas than current system. • Doesn't comprise the integrity of the pipe material- a safe alternative to squeezing plastic pipe. Questions AGENDA MEMORANDUM First Reading for the City Council Meeting of February 20, 2024 Second Reading for the City Council Meeting of February 27, 2024 DATE: January 30, 2024 TO: Peter Zanoni, City Manager FROM: Heather Hurlbert, CPA, CGFO Assistant city Manager Heatherh3@cctexas.com 361-826-3506 Homewood Suites by Hilton CAPTION: Ordinance authorizing an agreement between the Corpus Christi B Corporation and Elevate QOF LLC, for costs associated with FEMA AE Flood Zone requirements and exterior upgrades for Homewood Suites by Hilton at the corner of Chaparral Street and Lomax Street; appropriating $2,000,000.00 for a non -reimbursable grant from the Type B Economic Development Fund; and amending the budget. SUMMARY: This ordinance authorizes an agreement with Elevate QOF LLC, in an amount not to exceed $2,000,000 for the Homewood Suites by Hilton. BACKGROUND AND FINDINGS: On January 22, 2024, the Type B Corporation unanimously approved an agreement with Elevate QOF LLC for costs associated to FEMA AE Flood Zone requirements, exterior upgrades, and lease spaces in an amount up to $2,000,000 for Homewood Suites by Hilton to be paid over a five-year period. On December 11, 2023, the Type B Corporation approved an incentive amount not to exceed $2,000,000 and amending the budget for Homewood Suites Hotel and requested the agreement be brought back to the Type B Board at the next meeting in January 2024. During the November 9, 2023, Corpus Christi Regional Economic Development Corporation (CCREDC) Board of Directors meeting, the board recommended the $1,043,433 to the Type B Board. An economic impact report was conducted by CCREDC staff, and the analysis generated a total incentive amount of $1,043,433 with a payback period of five years at a rate of return of 19.7%. The total capital investment is $30,000,000, 70 jobs created with an average salary of $30,000. The Hilton — Homewood Suites is requesting a grant of $2,000,000 from the Type B Corporation for construction of a five story, 127 -room dual hotel (overnight and extended stay) at the corner of N. Chapparal Street and Lomax Street, across from the Executive Surf Club. The hotel will include a rooftop bar, retail space, Top Golf Swing Suites, outdoor patio, and other amenities. The grant request will be utilized for additional costs associated to newly defined Federal Emergency Management Agency (FEMA) AE Flood Zone requirements that has added additional unexpected costs of $1,510,087.50 towards the project. In the requirements, Homewood Suites would have to be raised a minimum of four feet high on the site as well as dry flood proofing around the entire first floor. The remaining $489,912.50 will be utilized for glazing, facing Chaparral & Outdoor Dining Area - $210,000, Concrete at outdoor dining patio - $50,000, Covered Seating & Shade Canopies at Retail Frontage - $35,000, Grease Trap & Utilities to Lease Spaces - $45,000, and Gray Box Finish -out for 3 Lease Spaces - $150,000 (7,500sf @ $20/sf). Also, the project has been approved for a tax reimbursement from TIRZ #3 downtown for a not to exceed amount of $1.55 million for the improvements listed below under their project specific program back in June 2023. This also included a line item of $150,000 for flood mitigation. **Improvement Description of Potential TIRZ Costs Qualifying Item Estimated Cost Related Line Item 5th Floor Bar $ 225,000.00 Exterior and Roof Other Floors $ 600,000.00 Steel Structure Upgrades Rear Seating Patio $ 25,000.00 Landscaping and Amenities Flood Mitigation $ 150,000.00 Site Utilities Urban Design $ 550,000.00 Exterior and Roof Total Reimbursement Cap $ 1,550,000.00 ALTERNATIVES: The Type B Board may choose to fund at a lesser amount or not at all. FINANCIAL IMPACT: The financial impact is an amount not to exceed $2,000,000.00 to be funded with the Type B Economic Development Fund in FY 2024. Funding Detail: Fund: 1146 Economic Development Fund Organization/Activity: 15020 Large Business Projects Department: Project # (CIP Only): Account: 530000 Professional Services Expense RECOMMENDATION Staff recommends approval of the agreement in an amount not to exceed $2,000,000 to be funded by the Corpus Christi B Corporation in FY 2024. LIST OF SUPPORTING DOCUMENTS: Agreement FEMA Cost Estimates FEMA Flood Map PowerPoint Presentation BUSINESS INCENTIVE AGREEMENT BETWEEN THE CORPUS CHRISTI B CORPORATION AND ELEVATE QOF, LLC FOR THE DEVELOPMENT OF A HOTEL AND RETAIL PROJECT This Business Incentive Agreement for Capital Investments and the development of a Homewood Suites by Hilton hotel with retail space on the first floor ("Agreement') is entered into between the Corpus Christi B Corporation ("Corporation") and Elevate QOF, LLC ("Company"), a Texas limited liability company. WHEREAS, the Texas Legislature in Chapter 501 et seq. of the Local Government Code (Development Corporation Act of 1979) (the "Act") empowered local communities with the ability to adopt an optional local sales and use tax as a means of improving the economic health and prosperity of their citizens; WHEREAS, on November 8, 2016, residents of the City passed Proposition 1, Adopt Type B Sales Tax to Replace Expiring Portion of Type A Sales Tax, which authorized the adoption of a sales and use tax to be administered by a Type B Corporation at the rate of one-eighth of one percent to be imposed for 20 years with use of the proceeds for (1) 50% to the promotion and developmentof new and expanded business enterprises to the full extent allowed by Texas law, (2) $500,000 annually for affordable housing, and (3) the balance of the proceeds for the construction, maintenance and repair of arterial and collector streets and roads; WHEREAS, the 1/8th cent sales tax authorized by passage of Proposition 1 was subsequently enacted by the City Council and filed with the State Comptroller of Texas, effective April 1, 2018, to be administered by the Corpus Christi B Corporation Board; WHEREAS, the Corpus Christi B Corporation exists for the purposes of encouraging and assisting entities in the creation of jobs for the citizens of Corpus Christi, Texas; WHEREAS, the Company has proposed a development project for construction of a new 127 -room hotel at the intersection of Chaparral Street and Lomax Street in the City's downtown, which includes the creation of 65 new full-time jobs (the "Project"); WHEREAS, Section 501.073 of the Act requires the City Council to approve all programs and expenditures of the Corporation; and 1 Type B Business Incentive Agreement WHEREAS, the Board determined that it is in the best interests of the citizens of Corpus Christi, Texas that business development funds be provided to Company, through this Agreement with Company, to be used by Company to develop the Project; In consideration of the covenants, promises, and conditions stated in this Agreement, Corporation and Company agree as follows: 1. Effective Date. The effective date of this Agreement ("Effective Date") is the latest date that either party executes this Agreement, so long as the Agreement has been approved by the City's City Council. Company understands that this Agreement is dependent upon the approval of City Council. 2. Term. The term of this Agreement is for seven years beginning on the Effective Date. 3. Performance Requirements. a. Company agrees to use these funds to reimburse the cost of certain improvements allowed under Section 501.103 and 505.152 of the Texas Local Govemment Code needed forthe Project. b. Company agrees to provide the Corporation with a swom certificate by an authorized representative of the Company, certifying the amount expended for qualifying improvements. c. Company must provide the Corporation with a detailed list of expenditures each year within 30 days of the anniversary of the Effective Date until construction is complete. d. During the term of this Agreement, Company will invest at Ieast$28,000,000 for construction of the Project, which must include at least 120 hotel rooms, 7,000 square feet of retail space, and indoor and outdoor dining space. The Project must include high-end features, including metal framing, a rooftop bar, and entertainment spaces, such as the anticipated Top Golf digital amenities on the fifth floor. The retail, dining, bar, and entertainment spaces must be available to the general public and not reserved forthe exclusive use of hotel guests. e. Company must complete the improvements required in Exhibit A on or before September 30, 2025. f. On or before September 30, 2025, Company must certify the creation of at least 55 new full-time jobs, with a minimum payroll of $1,499,960.Company shall, over the term of this Agreement, create 65 full-time jobs, no later than September 30, 2027, with an average salary of $30,769 as described in the schedule below. 2 Type B Business Incentive Agreement Year Number of New Jobs Number of Retained Jobs Average Salary Annual Payroll 2025 55 0 $27,272 1,499,960 2026 5 55 $28,333 1,699,980 2027 5 65 $29,320 1,905,800 2028 0 65 $30,769 1,999,985 2029 0 65 $32,300 2,099,500 g. Company must retain all jobs created in accordance with this Agreement for the full term of the Agreement. h. Company must retain ownership interest in the Project for at least five years after completion of con struction.Assign mentofthis Agreement or payments under this Agreement during that five-year period is only effective if approved in writing by the City Manager of the City of Corpus Christi. 4. Grant Award. a. The Corporation will grant Company the amount not to exceed $2,000,000, which will be paid in five annual payments not to exceed $400,000. Company can request payments annually following the issuance of a permanent Certificate of Occupancy for the Project and proof of compliance with the requirements of Section 3 above. i. After completion of the Project (and verification of the required expenditures), should Company fail to meet all of the Performance Requirements in anyoneyear, Companyshall receive a reduced percentage of the Cash Incentive in effect that year. Such reduction will be in that percentage equal to the percentage that Company's performan ce falls below the Performance Requirements. However, if Company fails to meet at least 70% of any of the Performance Requirements in any one year, then Company is not entitled to any payment for that year. ii. In the event that Companyfailsto meet both the required number of jobs and the required payroll, Company will receive the lower prorated incentive. This requires a calculation of # of created jobs/# of required jobs * $400,000 and $ of actual payroll/$ of required payroll * $400,000. Whichever number is lower is the incentive to be paid. iii. For purposes of example, if Company creates at least 55 full-time jobs in the first year, with the minimum payroll of $1,499,000, then Corporation will provide the full incentive for that year at $400,000. However, if Company creates only 53 new full-time jobs in the first year with a payroll of $1,450,000, then Company is entitled to 96.4% of the incentive amount, 3 Type B Business Incentive Agreement which is$385,455, based on the creation of only 96.4% of the required fuII- time jobs. If the Company creates only 37 new full-time jobs in the first year or has a payroll of less than $1,049,972, then Company is not entitled to any incentive payment in the first year. b. The Corporation will providethe funding within 60 days after receipt ofa qualified annual reimbu rsement requ est for su ch funding from Company, but no earlier than the 61st day after the public hearing held at the Corporation's meeting on December 11, 2023.3. Along with any request for reimbursement, Company must submit certification that there are no mechanics, contractor's or materialman's liens against the property and provide documentation establishing that all other performance requirements, including the creation of jobs, have been met. If Company does not provide the required documentation prior to the end of the Term, this Agreement shall expire, and Company shall not be entitled to the grant fu nds. 5. Utilization of Local Contractors and Suppliers. Company agrees to exercise reasonable efforts in utilizing local contractors and suppliers in the construction of the Project, except where not reasonably possible to do so without added expense, substantial inconvenience, or sacrifice in operating efficiency in the normal course of business, with a goal of 50% of the total dollar amountof all construction contracts and supply agreements being paid to local contractors and suppliers. For the purposes of this section, the term "local" as used to describe manufacturers, suppliers, contractors, and labor includes firms, businesses, and persons who reside in or maintain an office within a 50 -mile radius of Nueces County. Company agrees, during the construction of the Project and for four years after Completion, to maintain written records documenting the efforts of Companyto comply with the Local Requ irement, an d to provide an annual report to the City Manager or designee, from which the City Manager or designee shall determine if Company is in compliance with this requirement. Failure to substantially comply with this requirement, in the sole determination of the City Manager or designee, shall be a default hereunder. 6. Utilization of Disadvantaged Business Enterprises ("DBE'). Company agrees to exercise reasonable efforts in utilizing contractors and suppliers that are determined to be DBEs, including minority business enterprises, women -owned business enterprises and historically -underutilized business enterprises. In order to qualify as a business enterprise under this provision, the firm must be certified by the City, the Regional Transportation Authority or another governmental entity in the jurisdiction of the home office of the business as complying with state or federal standards for qualification as such an enterprise. Company agrees to a goal of 30% of the total dollar amountof all construction contracts and supply agreements being paid to DBEs, with a priority made 4 Type B Business Incentive Agreement for DBEs which are local. Company agrees, du ring the construction of the Project and for four years after Completion, to maintain written records documenting the efforts of Company to comply with the DBE Requirement, and to provide an annual report to the City Manager or designee, from which the City Manager or designee shall determine if Company is in compliance with this requirement. Failure to substantially comply with this requirement, in the sole determination of the City Manager or designee, shall be a default hereunder. For the purposes of this section, the term "local" as used to describe contractors and suppliers that are determined to be DBEs, including minority business enterprises, women -owned business enterprises and historically -underutilized business enterprises includes firms, businesses, and persons who reside in or maintain an office within a 50 mile radius of Nueces County. 7. Living Wage Requirement. In order to count as a permanent full-time job underthis agreement, the job should provide a "living wage" for the employee. The target living wage underthis agreement is that annual amount equal or greater than poverty level for a family of three, established by the U.S. Department of Health and Human Services Poverty Guidelines, divided by 2,080 hours per year for that year. 8. Health Insurance. To qualify for this incentive, an employer shall certify that it has offered a health insurance program for its employees during the term of the Agreement. The health insurance program must comply with all applicable laws. 9. Warranties. Company warrants and represents to Corporation the following: a. Company is a limited liability company duly organized, validly existing, and in good standing underthe laws of the State of Texas, has all power and authority to carry on its business as presently conducted in Corpus Christi, Texas. b. Company has the authorityto enter into and perform, and will perform, the terms of this Agreement to the best of its ability. c. Company has timely filed and will timely file all local, State, and Federal tax reports and returns required by laws to be filed and all taxes, assessments, fees, and other governmental charges, including applicable ad valorem taxes, have been timely paid, and will be timely paid, during the term of this Agreement. d. Company has received a copy of the Act and acknowledges that the funds granted under this Agreement must be utilized solely for purposes authorized under State law and by the terms of this Agreement. 5 Type B Business Incentive Agreement e. The person executing this Agreement on behalf of Company is duly authorized to execute this Agreement on behalf of Company. f. Company does not and agrees that it will not knowingly employ an undocumented worker. If, after receiving payments under this Agreement, Company is convicted of a violation under 8 U.S.C. Section 1324a(f), Company shall repay the payments received underthis Agreement to the City, with interest at the Wall Street Journal Prime Rate, not later than the 120th day after the date Company has been notified of the violation. 10. Compliance with Laws. During the Term of this Agreement, Company shall observe and obey all applicable laws, ordinances, regulations, and rules of the Federal, State, county, and city governments. 11. Non -Discrimination. Company covenants and agrees that Company will not discriminate nor permit discrimination againstany person or group of persons, with regard to employment and the provision of services at, on, or in the Project, on the grounds of race, religion, national origin, marital status, sex, age, disability, or in any manner prohibited by the laws of the United States or the State of Texas. 12. Force Majeure. If the Corporation or Company is prevented, wholly or in part, from fulfilling its obligations underthis Agreement by reason of any act of God, unavoidable accident, acts of en emies, fires, floods, govem mental restraint or regulation ,other causes of force majeure, or by reason of circumstances beyond its control, then the obligations of the Corporation or Company are temporarily suspended during continuation of the force majeure. If either party's obligation is affected by any of the causes of force majeure, the party affected shall promptly notify the other party in writing, giving full particulars of the force majeu re as soon as possible after the occurrence of the cause or causes relied upon. 13. Assignment. Company may notassign all or any part of its rights, privileges, or duties underthisAgreementwithoutthe prior written approval of the Corporation and City. Any attempted assignment without approval is void and constitutes a breach of this Agreement. 14. Indemnity. Company covenants to fully indemnify, save, and hold harmless the Corporation, the City, their respective officers, employees, and agents ("Indemnitees") against all liability, damage, 6 Type B Business Incentive Agreement loss, claims, demands, and actions ofanykind on accountofpersonal injuries (including, without limiting the foregoing, workers' compensation and death claims), or property loss or damage of any kind, which arise out of or are in any manner connected with, or are claimed to arise out of or be in any mannerconnected with Company's activities conducted under or incidental to this Agreement, including any injury, loss or damage caused by the sole or contributory negligence ofany or all of the Indemnitees. Companymust, at its own expense, investigate all those claims and demands, attend to their settlement or other disposition, defend all actions based on those claims and demands with counsel satisfactory to Indemnitees, and pay all charges of attorneys and all other costs and expenses of any kind arising from the liability, damage, loss, claims, demands, or actions. 15. Events of Default by Company. The following events constitute a default of this Agreement by Company: a. The Corporation or City determines that any representation or warranty on behalf of Company contained in this Agreement or in any financial statement certificate, report, or opinion submitted to the Corporation in connection with this Agreement was incorrect or misleading in any material respect when made; b. Any judgment is assessed against Company or any attachment or other levy against the property of Company with respect to a claim remains unpaid, undischarged, or not dismissed fora period of 120 days. c. Company makes an assignment for the benefit of creditors. d. Company files a petition in bankruptcy or is adjudicated insolvent or bankrupt. e. If taxes owed by Company become delinquent, and Companyfails to timely and properly follow the legal procedures for protestor contest. f. Company changes the general character of business as conducted as of the date this Agreement is approved by the Corporation. 7 Type B Business Incentive Agreement g. Company fails to complete all of the improvements listed in Exhibit A on or before September 30, 2025, or fails to comply with one or more terms of this Agreement. 16. Notice of Default. Should the Corporation or City determine that Company is in default according to the terms of this Agreement, the Corporation or City shall notify Companyin writing of the event of defaultand provide 60 days from the date of the notice ("Cure Period") for Company to cure the event of default. 17. Results of Uncured Default by Company. The following actions must be taken for any default that remains uncured after the Cure Period. a. Company shall immediately repay all funds paid by Corporation to it underthis Agreement. b. Company shall pay Corporation's reasonable attorney fees and costs of court to collect amounts due to Corporation if not immediately repaid upon deman d from the Corporation. c. Upon payment by Company of all su ms due, the Corporation and Company shall have no further obligations to one another under this Agreement. 18. No Waiver. a. No waiver of any covenant or condition, or the breach of any covenant or condition of this Agreement, constitutes a waiver of any subsequent breach of the covenant or condition of the Agreement. b. No waiver of any covenant or condition, or the breach of any covenant or condition of th is Agreemen t, justifies or authorizesthe n on observan ce on any other occasion of the covenant or condition or any other covenant or condition of this Agreement. c. Any waiver or indulgence of Company's default may not be considered an estoppel against the Corporation. d. It is expressly understood that if at any time Company is in default in any of its conditions or covenants of this Agreement, the failure on the part of the Corporation to promptly avail itself of the rights and remedies that the Corporation 8 Type B Business Incentive Agreement may have, will not be considered a waiver on the part of the Corporation, but Corporation may at any time avail itself of the lights or remedies or elect to terminate this Agreement on account of the defau It. 19. Company specifically agrees that Corporation shall only be liable to Company forthe actual amount of the money grants to be conveyed to Company, and shall not be liable to Company for any actual or consequential damages, director indirect, interest, attomey fees, or cost of court for any act of default by Corporation under the terms of this Agreement. Payment by Corporation is strictly limited to those funds so allocated, budgeted, and collected solely during the grant term ofthis Agreement. Corporation shall use its best efforts to anticipate economic conditions and to budget accordingly. However, it is further understood and agreed that, should the actual total sales tax revenue collected for any one year be less than the total amount of grants to be paid to all contracting parties with Corporation for that year, then in that event, all contracting parties shall receive only their pro rata share of the available sales tax revenue for that year, less Corporation's customary and usual costs and expenses, as compared to each contracting parties' grant amount for that year, and Corporation shall not be liable to for any deficiency at that time or at any time in the future. In this event, Corporation will provide all supporting documentation, as requested. Payments to be made shall also require a written request from Company to be accompanied by all necessary supporting documentation. 20. The parties mutually agree and understand that funding under this Agreement is subject to annual appropriations by the City Council; that each fiscal year's funding must be included in the budget for that year; and the funding is not effective until approved by the City Council. 21. Notices. a. Any required written notices shall be sent mailed, certified mail, postage prepaid, addressed as follows: Company: Elevate QOF, LLC Attn: Deven Bhakta/Philip Ramirez 1410 Crescent Dr. Corpus Christi, Texas 78412 9 Type B Business Incentive Agreement Corporation: Corpus Christi B Corporation Attn.: Executive Director 1201 Leopard Street Corpus Christi, Texas 78401 b. A copy of all notices and correspondence must be sent the City at the following address: City of Corpus Christi Attn.: Assistant City Manager P.O. Box 9277 Corpus Christi, Texas 78469-9277 c. Notice is effective upon deposit in the United States mail in the mannerprovided above. 23. Amendments or Modifications. No amendments or modifications to this Agreement may be made, nor any provision waived, unless in writing signed by a person duly authorized to sign Agreements on behalf of each party. 24. Relationship of Parties. In performing this Agreement, both the Corporation and Company will act in an individual capacity, and not as agents, representatives, employees, employers, partners, joint -venturers, or associates of one another. The employees or agents of either party may not be, nor be construed to be, the employees or agents of the other party for any purpose. 25. Captions. The captions in this Agreement are for convenience only and are not a part of this Agreement. The captions do not in any way limit or amplify the terms and provisions of this Agreement. 26. Severability. a. If for any reason, any section, paragraph, subdivision, clause, provision, phrase or word of this Agreement or the application of this Agreement to any person or circu mstance is, to any extent, held illegal, invalid, or u n enforceable u nder present or future law or by a final judgment of a court of competent jurisdiction, then the remainder of this Agreement, or the application of the term or provision to persons or circumstances other than those as to which it is held illegal, invalid, or u n enforceable, wil I not be affected by the law or judgment, for itis the definite intent 10 Type 13 Business Incentive Agreement of the parties to this Agreementth at every section, paragraph, subdivision, clause, provision, phrase, or word of this Agreement be given full force and effect for its purpose. b. To the extent that any clause or provision is held illegal, invalid, or unenforceable under present or future law effective during the term of this Agreement, then the remainder of this Agreement is not affected by the law, and in lieu of any illegal, invalid, or unenforceable clause or provision, a clause or provision, as similar in terms to the illegal, invalid, or unenforceable clause or provision as may be possible and be legal, valid, and enforceable, will be added to this Agreement automatically. 27. Venue. Venue for any legal action related to this Agreement is in Nueces County, Texas. 28. Sole Agreement. This Agreement constitutes the sole Agreement between Corporation and Company. Any prior Agreements, promises, negotiations, or representations, verbal or otherwise, not expressly stated in this Agreement, are of no force and effect. 29. Survival of terms of Agreement and obligations of parties. The terms of this Agreement and the obligation of the parties relating to Section 14 shall survive the termination of this Agreement. (Remainder of this page intentionally left blank) 11 Type B Business Incentive Agreement Corpus Christi B Corporation By: Leah Pagan Olivarri President Date: Attest: By: Rebecca Huerta Assistant Secretary Elevate QOF,LLC By its managing member, Jacek, LLC By: Devin Bhakta Manager Date: 0 /l/ t 2V THE STATE OF TEXAS COUNTY OF NUECES This instrument was acknowledged before me on Deven Bhakta, Manager of Jacek, LLC, a Texas limited liabcompany, as the managing member of Elevate QOF, LLC, a Texas limited liability company, on behalf of the company. ai` 2024, by LA, Notary Public State of Texas 12 Type B Business Incentive Agreement Darlene L. Gonzalez Notary Public, State of Texas Comm. Expires 03-13-2028 Notary ID 13148682-7 APPLICATION AND CERTIFICATE FOR PAYMENT TO OWNER: Elevate QOF, LLC PO Box 61178 Corpus Christi, Tx 78466 FROM CONTRACTOR: APD Construction LLC 4210 Surfside Dr Corpus Christi, Tx 78402 CONTRACT FOR: PROJECT: APPLICATION #: 1 Distribution to: Homewood Suites Floodproofing Bid PERIOD TO: 402 Lomax St PROJECT NOS: 1 Owner Corpus Christi, Tx 78401 Const. Mgr VIA ARCHITECT: CONTRACT DATE: Architect Contractor CONTRACTOR'S APPLICATION FOR PAYMENT Application is made for payment, as shown below, in connection with the Contract. Continuation Sheet is attached. 1. ORIGINAL CONTRACT SUM 2. Net change by Change Orders 3. CONTRACT SUM TO DATE (Line 1 +/- 2) 4. TOTAL COMPLETED & STORED TO DATE-$ (Column G on Continuation Sheet) 5. RETAINAGE: a. of Completed Work $ (Columns D+E on Continuation Sheet) b. of Stored Material $ (Column F on Continuation Sheet) 1,510,087.50 1,510,087.50 Total Retainage (Line 5a + 5b or Total in Column 1 of Continuation Sheet $ 6. TOTAL EARNED LESS RETAINAGE $ (Line 4 less Line 5 Total) 7. LESS PREVIOUS CERTIFICATES FOR PAYMENT (Line 6 from prior Certificate) $ 8. CURRENT PAYMENT DUE $ 9. BALANCE TO FINISH, INCLUDING RETAINAGE (Line 3 less Line 6) $ 1,510,087.50 CHANGE ORDER SUMMARY ADDITIONS DEDUCTIONS Total changes approved in previous months by Owner Total approved this Month TOTALS NET CHANGES by Change Order The undersigned Contractor certifies that to the best of the Contractor's knowledge, information and belief the Work covered by this Application for Payment has been completed in accordance with the Contract Documents, that all amounts have been paid by the Contractor for Work for which previous Certificates for Payment were issued and payments received from the Owner, and that current payment shown therein is now due. CONTRACTOR: By: State of: Texas County of: Nueces Subscribed and sworn to before me this day of Notary Public: Date: My Commission expires: CERTIFICATE FOR PAYMENT In accordance with Contract Documents, based on on-site observations and the data comprising application, the Architect certifies to the Owner that to the best of the Architect's knowledge, information and belief the Work has progressed as indicated, the quality of the Work is in accordance with the Contract Documents, and the Contractor is entitled to payment of the AMOUNT CERTIFIED. AMOUNT CERTIFIED $ (Attach explanation if amount certified differs from the amount applied for. Initial all figures on this application and on the Continuation Sheet that are changed to conform to the amount certified.) ARCHITECT: By: Date: This Certificate is not negotiable. The AMOUNT CERTIFIED is payable only to the Contractor named herein. Issuance, payment and acceptance of payment are without prejudice to any rights of the Owner of Contractor under this Contract. CONTINUATION SHEET ATTACHMENT TO PAY APPLICATION PROJECT: Homewood Suites Floodproofing Bid 402 Lomax St Corpus Christi, Tx 78401 APPLICATION NUMBER: 1 APPLICATION DATE: PERIOD TO: ARCHITECT'S PROJECT NO: 1 A B C D E F G H I Item Description of Work Scheduled Work Completed Materials Total % Balance Retainage No. Value From Previous This Period Presently Completed (G/C) To Finish Application Stored And Stored (C - G) (D + E) (Not In To Date DorE) (D+E+F) 1 Building Perimeter Knee Wall 275,000.00 275,000.00 2 Poured Concrete walls 185,000.00 185,000.00 3 Mechanical Mezzanine levels 123,000.00 123,000.00 4 Dry Floodproofing components 190,000.00 190,000.00 5 Flood proofing paint for Knee Wall 85,000.00 85,000.00 6 AEP vault 175,000.00 175,000.00 7 Entry Stoops 75,000.00 75,000.00 8 Added cost for roof mounted Condensor 82,000.00 82,000.00 9 Fire Riser Mezzanine 85,000.00 85,000.00 10 General Floodproofing 120,000.00 120,000.00 11 Taxes 115,087.50 115,087.50 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 SUBTOTALS PAGE 2 1,510,087.50 1,510,087.50 National Flood Hazard Layer FIRMette FEMA Legend 97°24'W 27°47'56"N SEE FIS REPORT FOR DETAILED LEGEND AND INDEX MAP FOR FIRM PANEL LAYOUT (DEPTH Feet: 'IE cne4:' y I:ELF15 Feet) (EL 13 Feet) 0 250 500 1,000 1,500 Feet 2,000 1:6,000 Basemap Imagery Source: USGS National Map 2023 97°23'22"W 27°47'24"N SPECIAL FLOOD HAZARD AREAS Without Base Flood Elevation (BFE) Zone A, V, A99 With BFE Or Depth Zone AE, AO, AH, VE, AR Regulatory Floodway OTHER AREAS OF FLOOD HAZARD OTHER AREAS GENERAL STRUCTURES OTHER FEATURES MAP PANELS 9 0.2% Annual Chance Flood Hazard, Areas of 1% annual chance flood with average depth less than one foot or with drainage areas of less than one square mile zonex Future Conditions 1% Annual Chance Flood Hazard zonex Area with Reduced Flood Risk due to Levee. See Notes. Zone x Area with Flood Risk due to Leveezone o NO SCREEN Area of Minimal Flood Hazard zonex rI Effective LOMRs Area of Undetermined Flood Hazard zone 0 - — - - Channel, Culvert, or Storm Sewer 1111111 Levee, Dike, or Floodwall V Cross Sections with 1% Annual Chance 17.5 Water Surface Elevation e — — — Coastal Transect ^^--su^-- Base Flood Elevation Line (BFE) Limit of Study Jurisdiction Boundary --- Coastal Transect Baseline - — Profile Baseline Hydrographic Feature Digital Data Available No Digital Data Available Unmapped N The pin displayed on the map is an approximate point selected by the user and does not represent an authoritative property location. This map complies with FEMA's standards for the use of digital flood maps if it is not void as described below. The basemap shown complies with FEMA's basemap accuracy standards The flood hazard information is derived directly from the authoritative NFHL web services provided by FEMA. This map was exported on 11/10/2023 at 9:04 AM and does not reflect changes or amendments subsequent to this date and time. The NFHL and effective information may change or become superseded by new data over time. This map image is void if the one or more of the following map elements do not appear: basemap imagery, flood zone labels, legend, scale bar, map creation date, community identifiers, FIRM panel number, and FIRM effective date. Map images for unmapped and unmodernized areas cannot be used for regulatory purposes. Ct C0TI.I (hri tI Project Details: ■ Five story, 127 -room dual hotel (overnight and extended stay), including a rooftop bar, retail space, Top Golf Swing Suites, outdoor patio and other amenities ■ Project costs increased during the pandemic, resulting in required rental rates that could not be supported by established leasing rates in the downtown area ■ $2,000,000 reimbursement request from the Type B Corporation approved ■ $1,510,087.50 for FEMA AE Flood Zone requirements ■ $489,913.50 for exterior upgrades and lease spaces ZP;�i .t Oasasttes&Am :tame v Grams v Mods6Wps t me'Etrry aynagtmemt Mout s. 'AO LI Nueces County, Texas Flood Maps Become Final ® 1-gnh DtMYOII, tiax., - Now flood maps ha. thyro tnaiate and will become eftact inl on Oct 11, 2022 1,5.• Nocces Can ei, TCf.N. Ounng the neat sx months, a FEMA eomptance spec,tist nal warty with the cormuney oo uadate each IYaldplain ordinance and adopt tree ren Aoo4 rasps. Resido+ts ars anccraged to ssarrine the maps to diatom ils it terry are in a ktmto, moderates. hRood aox the curtest red titare a load msurarce Rate Nap can be viewed on FENA-s Flood Nap Changes Y1ewa at taps 'rmst km pyamga. Corpus Christi REGIONAL ECONOMIC DEVELOPMENT C0RO0RA/ 0'4 TIU w Ia►,r r//rsrri Corpus Christi REGIONAL ECONOMIC DEVELOPMENT CORPORATION Corpus Christi REGIONAL ECONOMIC 0£VELOPMENT CORPORATION AGENDA MEMORANDUM First Reading for the City Council Meeting of February 20, 2024 Second Reading for the City Council Meeting of February 27, 2024 DATE: TO: FROM: January 30, 2024 Peter Zanoni, City Manager Randy Almaguer, Compliance Officer, CCREDC ralmaquer c(r�.ccredc.com (361) 882-7448 CAPTION: Homewood Suites by Hilton CP Ordinance authorizing an agreement between the Type for a total incentive amount not to exceed $2,000,000 corner of N Chaparral Street and Lomax Street for requirements, exterior upgrades, and lease spa expenditure of up to $2,000,000 from the Typ fiscal year 2023-24 budget to increase e SUMMARY: l!krIrporation and Elevate QOF LLC, omewood Suites by Hilton at the ssociated to FEMA AE Flood Zone g N. Chaparral Street; authorizing the served fund balance; and amending the s by $2,000,000.00. This ordinance authorizes an acyrg ent with Elevate QOF LLC, in the amount of $2,000,000 for the Homewood Suites by Hilto BACKGROUND AND FIN3IN®S: On January 22, 202 Elevate QOF upgrades, an be paid over ype B Corporation unanimously approved an agreement with s associated to FEMA AE Flood Zone requirements, exterior paces in an amount up to $2,000,000 for Homewood Suites by Hilton to year period. On c - er11�/'11, 2023, the Type B Corporation approved an incentive amount not to exceed $2,0and amending the budget for Homewood Suites Hotel and requested the agreement be br• , ght back to the Type B Board at the next meeting in January 2024. During the November 9, 2023, CCREDC Board of Directors meeting, the board recommended the $1,043,433 to the Type B Board. An economic impact report was conducted by CCREDC staff, and the analysis generated a total incentive amount of $1,043,433 with a payback period of five years at a rate of return of 19.7%. The total capital investment is $30,000,000, 70 jobs created with an average salary of $30,000. The Hilton — Homewood Suites is requesting a grant of $2,000,000 from the Type B Corporation for construction of a five story, 127-room dual hotel (overnight and extended stay) at the corner SCANNED of N. Chapparal Street and Lomax Street, across from the Executive Surf Club. The hotel will include a rooftop bar, retail space, Top Golf Swing Suites, outdoor patio, and other amenities. The grant request will be utilized for additional costs associated to newly defined Federal Emergency Management Agency (FEMA) AE Flood Zone requirements that has added additional unexpected costs of 81,510,087.50 towards the project. In the requirements, Homewood Suites would have to be raised a minimum of four feet high on the site as well as dry flood proofing around the entire first floor. The remaining $489,912.50 will be utilized for glazing, facing Chaparral & Outdoor Dining Area - $210,000, Concrete at outdoor dining patio - $50,000, Covered Seating & Shade Canopies at Retail Frontage - $35,000, Grease Trap & Utilities to Lease Spaces - $45,000, and Gray Box Finish -out for 3 Lease Spaces - $150,000 (7,500sf @ $20/sf). Also, the project has been approved for a tax reimbursement from TIRZ #3 downtoOfor . of to exceed amount of $1.55 million for the improvements listed below under the • p eit specific program back in June 2023. This also included a line item of $150,000 for floo lion. **Improvement Description of Potential TIRZ Co � Qualifying Item Estimated Cost Related Lineiteti 5th Floor Bar $ 225,000.00 Exterior and Roof Other Floors $ 600,000.00 Steel Structure Upgrades Rear Seating Patio $ 25,000.00 Landscaping and Amenities Flood Mitigation $ 150,000.00 Site Utilities Urban Design $ 550,000.00 Exterior and Roof TotalReimbursement Cap $ 1,550, °lsp i ALTERNATIVES: The Type B Board may choose to fun • - e ser amount or not at all. FINANCIAL IMPACT: The financial impact is an _i not to exceed to be funded with the Type B Economic Development Fund in FY 2 Funding Detail: _ Fund: V 1146 Economic Development Fund Organization/ ti: 15020 Large Business Projects Mission Elem Project # Et' '`' y): Acc nt: 530000 Professional Services Expense REC MENDATION: Staff recommends approval of the agreement in an amount not to exceed $2,000,000 to be funded by the Corpus Christi B Corporation in FY 2024. LIST OF SUPPORTING DOCUMENTS: Agreement FEMA Cost Estimates FEMA Flood Map PowerPoint Presentation BUSINESS INCENTIVE AGREEMENT BETWEEN THE CORPUS CHRISTI B CORPORATION AND ELEVATE QOF, LLC FOR THE DEVELOPMENT OF A HOTEL AND RETAIL PROJECT This Business Incentive Agreement for Capital Investments and the development of a Homewood Suites by Hilton hotel with retail space on the first floor ("Agreement") is entered into between the Corpus Christi B Corporation ("Corporation") and Elevate QOF, LLC ("Company"), a Texas limited liability company. ) ear 17 WHEREAS, the Texas Legislature in Chapter501 et seq. of the Local GovemmentCode (Development Corporation Act of 1979) (the "Act") empowered local comrataeswith the ability to adopt an optional local sales and use tax as a means o '��gthecoon omic health and prosperity of their citizens; WHEREAS, on November 8, 2016, residents of the City passed Proposition 1, Adopt Type B Sales Tax to Replace Expiring Portion of Type A Sales Tax, which authorized the adoption of a sales and use tax to be administered by a Type B Corporation at the rate of one -eighth of one percent to be imposed for 2a Nars with use of the proceeds for (1) 50% to the promotion and developmentof n =� xpanded businessenterprisesto the full extent allowed by Texas law, (2) $500 Nnnuallyfor affordable housing, and (3) the balance of the proceeds for the net n, maintenance and repair of arterial and collector streets and roads; WHEREAS, the 1/8th cent es ' x authorized by passage of Proposition 1 was subsequently enacted by Council and filed with the State Comptroller of Texas, effective April 1, 2018, inistered by the Corpus Christi B Corporation Board; WHEREAS, the C us risti B Corporation exists for the purposes of encouraging and assisting ecreation of jobs for the citizens of Corpus Christi, Texas; entiti - o WHE ' mpany has proposed a development project for construction of a new 127-r• ;-I at the intersection of Chaparral Street and Lomax Street in the City's d ttto,. • which includes the creation of 65 new full-time jobs (the "Project"); WHEREAS, Section 501.073 of the Act requires the City Council to approve all programs and expenditures of the Corporation; and 1 Type B Business Incentive Agreement WHEREAS, the Board determined that it is in the best interests of the citizens of Corpus Christi, Texas that business development funds be provided to Company, through this Agreement with Company, to be used by Company to develop the Project; In consideration of the covenants, promises, and conditions stated in this Agreement, Corporation and Company agree as follows: 1. Effective Date. The effective date of this Agreement ("Effective Date") '-z; ' a est date that either party executes this Agreement, so long as the Agree e t has been approved by the City's City Council. Company understands that thieement is dependent upon the approval of City Council. 2. Term. The term of this Agreement is for seven years beginning on the Effective Date. 3. Performance Requirements. a. Company agrees to use these funds to e the cost of certain improvements allowed under Section 501.103 an 5.152 of the Texas Local Govem men t Code needed for the Project. b. Company agrees to provide the Co o n with a swom certificate by an authorized representative of the Co p certifying the amount expended for qualifying improvements. c. Company must provide the tion with a detailed list of expenditures each year within 30 days of th _ ' • , e ary of the Effective Date until construction is complete. d. During the term o p'greement, Company will invest at Ieast$28,000,000 for construction of - t, which must include at least 120 hotel rooms, 7,000 square feet of re '1 ,+ace, and indoor and outdoor dining space. The Project must include hig -en• features, including metal framing, a rooftop bar, and entertain nt •aces, such as the anticipated Top Golf digital amenities on the fifth flo retail, dining, bar, and entertainment spaces must be available to the public and not reserved for the exclusive use of hotel guests. pany must complete the improvements required in Exhibit A on or before ICZ°44° ember 30, 2025. f. On or before September 30, 2025, Company must certify the creation of at least 55 new full-time jobs, with a minimum payroll of $1,499,960.Company shall, over the term of this Agreement, create 65 full-time jobs, no later than September 30, 2027, with an average salary of $30,769 as described in the schedule below. 2 Type B Business Incentive Agreement 4. Grant Award. Year Number of New Jobs Number of Retained Jobs Average Salary Annual Payroll 2025 55 0 $27,272 1,499,960 2026 5 55 $28,333 1,699,980 2027 5 65 $29,320 1,905,800 2028 0 65 $30,769 1,999,985 2029 0 65 $32,300 2,099,500 g. Company must retain all jobs created in accordance with this AgreeCnforthe full term of the Agreement. �► h. Company must retain ownership interest in the Project fo dreast five years after completion of con struction.Assign men tofthis Agreeme payments under this Agreement during that five-year period is only a tivt i�jepproved in writing by the City Manager of the City of Corpus Christi. �/ gefif a. The Corporation will grant Company the amount not to exceed $2,000,000, which will be paid in five annual payrnennotto exceed $400,000. Company can request payments annually follow' ssuance of a permanent Certificate of Occupancy for the Project and p It compliance with the requirements of Section 3 above. O i. After completio . Project (and verification of the required expenditures), shoull .mpany fail to meet all of the Performance Requirements in an y oneyear, Company sh all receive a reduced percentage of the Cash Incentive in effect that year. Such reduction will be in that percentage equal to the percentage that Company's performancefalls below the Performance Requirements. However, if Company fails to meet at least 70% of any of the Performance Requirements in any one year, then Company�is not entitled to any payment for that year. g'i. ��e event that Company fails to meet both the required number of jobs the required payroll, Companywill receive the lower prorated incentive. is requires a calculation of # of created jobs/# of required jobs * $400,000 and $ of actual payroll/$ of required payroll * $400,000. Whichever number is lower is the incentive to be paid. iii. For purposes of example, if Company creates at least 55 full-time jobs in the first year, with the minimum payroll of $1,499,000, then Corporation will provide the full incentive for that year at $400,000. However, if Company creates only 53 new full-time jobs in the first year with a payroll of $1,450,000, then Company is entitled to 96.4% of the incentive amount, 3 Type B Business Incentive Agreement which is $385,455, based on the creation of only 96.4% of the required full- time jobs. If the Company creates only 37 new full-time jobs in the first year or has a payroll of less than $1,049,972, then Company is not entitled to any incentive payment in the first year. b. The Corporation will provide the funding within 60days after receipt ofa qualified annual reimbursementrequestfor such funding from Company, but no earlier than the 61st day after the public hearing held at the Corporation's meeting on December 11, 2023.3. Along with any request for reimbursement, Company must submit certification that there are no mechanics, contractor's or materialman's liens against the property and provide documentation establishing that all other performance requirements, including the creation of jobs, have been met. If Company does not provide the required documentation prior to the end of the Term, this Agreement shall expire, and Company shall not be entitled to the grant funds. 5. Utilization of Local Contractors and Suppliers. %{ea agrees to exercise reasonable efforts in utilizing local contractors and su pl rein the construction of the Project, except where not reasonably possible do so without added expense, substantial inconvenience, or sacrifice in operati a 'ciency in the normal course of business, with a goal of 50% of the total dollar tof all construction contracts and supply agreements being paid to local con -nd suppliers. For the purposes of this section, the term "local" as used to •es nufacturers, suppliers, contractors, and labor includes firms, businesses, an s who reside in or maintain an office within a 50-mile radius of Nueces Cou pany agrees, during the construction of the Project and for four years after . o eon, to maintain written records documenting the efforts of Company to compl the Local Requirement, and to provide an annual report to the City Manager or •'+ ee, from which the City Manager or designee shall determine if Company i compliance with this requirement. Failure to substantially comply with this require f, in the sole determination of the City Manager or designee, shall be a defaultkr nder. 6. Utili isadvantaged Business Enterprises ("DBE". Company agrees to exercis- = s•nable efforts in utilizing contractors and suppliers that are determined to be B cluding minority business enterprises, women -owned business enterprises an rically-underutilized business enterprises. In order to qualify as a business en rise under this provision, the firm must be certified by the City, the Regional Transportation Authority or another governmental entity in the jurisdiction of the home office of the business as complying with state or federal standards for qualification as such an enterprise. Company agrees to a goal of 30% of the total dollar amount of all construction contracts and supply agreements being paid to DBEs, with a priority made 4 Type B Business Incentive Agreement for DBEs which are local. Company agrees, during the construction of the Project and for four years after Completion, to maintain written records documenting the efforts of Company to comply with the DBE Requirement, and to provide an annual report to the City Manager or designee, from which the City Manager or designee shall determine if Company is in compliance with this requirement. Failure to substantially comply with this requirement, in the sole determination of the City Manageror designee, shall be a default hereunder. For the purposes of this section, the term "local" as used to ribe contractors and suppliers that are determined to be DBEs, including minori enterprises, women -owned business enterprises and historically -underutilized • iness enterprises includes firms, businesses, and persons who reside in or main . n office within a 50 mile radius of Nueces County. 7. Living Wage Requirement. In order to count as a perman u - e job underthis agreement, the job should provide a "living wage" for the oyee. The target living wage underthis agreement is that annual amount equal or, ° r than poverty level for a family of three, established by the U.S. Department of Health and Human Services Poverty Guidelines, divided by 2,080 hours per year for that year. 8. Health Insurance. To qualify for this inct offered a health insurance program for its The health insurance program must n employer shall certify that it has ees during the term of the Agreement. all applicable laws. 9. Warranties. Company warrant represents to Corporation the following: a. Company is a li bility company duly organized, validly existing, and in good standing un aws of the State of Texas, has all power and authority to carry on its bust as presently conducted in Corpus Christi, Texas. b. Compa 't the authorityto enter into and perform, and will perform, the terms of ment to the best of its ability. any has timely filed and will timely file all local, State, and Federal tax \ •� its and retums required by laws to be filed and all taxes, assessments, fees, ,td other govemmental charges, including applicable ad valorem taxes, have been timely paid, and will be timely paid, during the term of this Agreement. d. Company has received a copy of the Act and acknowledges that the funds granted under this Agreement must be utilized solely for purposes authorized under State law and by the terms of this Agreement. 5 Type B Business Incentive Agreement IC) 11. Non -Discrimination. Company covenants and ag ees that Company will not discriminate nor permit discrimination againstany p • n or grou p of persons, with regard to employment and the provision of services at, • •r the Project, on the grounds of race, religion, national origin, marital statte , age, disability, or in any manner prohibited by the laws of the United States tate of Texas. 12. Force Majeure. If the Corporati ompany is prevented, wholly or in part, from fulfilling its obligations underthisre ment by reason of any act of God, unavoidable accident, acts of enemies, fires Dods, govemmental restraint or regulation , other causes of force majeure, or by rea circumstances beyond its control, then the obligations of the Corporation or C. are temporarily suspended during continuation of the force majeure. If eith, - 's obligation is affected by any of the causes of force majeure, the pa shall promptly notify the other party in writing, giving full particulars of the majeu re as soon as possible after the occurrence of the cause or causes rel. d yshall observe Federal, State, e. The person executing this Agreement on behalf of Company is duly authorized to execute this Agreement on behalf of Company. f. Company does not and agrees that it will not knowingly employ an undocumented worker. If, after receiving payments under this Agreement, Company is convicted of a violation under 8 U.S.C. Section 1324a(f), any shall repay the payments received underthis Agreement to the City, wi jest at the Wall Street Jou mal Prime Rate, not later than the 120th da _afte date Company has been notified of the violation. o) 10. Compliance with Laws. During the Term of this Agreemen and obey all applicable laws, ordinances, regulations, and ru county, and citygovemments. e�tf 13. As,n . Company may notassign all or any part of its rights, privileges, or duties u nder th is Agreement withou t the prior written approval of the Corporation and City. Any attempted assignment without approval is void and constitutes a breach of this Agreement. 14. Indemnity. Company covenants to fully indemnify, save, and hold harmless the Corporation, the City, their respective officers, employees, and agents ("Indemnitees") against all liability, damage, 6 Type B Business incentive Agreement loss, claims, demands, and actions of any kind on account of personal injuries (including, without limiting the foregoing, workers' compensation and death claims), or property loss or damage of any kind, which arise out of or are in any manner connected with, or are claimed to arise out of or be in any mannerconnected with Company's activities conducted under or incidental to this Agreement, in ' • ing any injury, Loss or damage caused by the sole or co , • It ry negligence ofany or all of the lndemnitees. Companym t 1, own expense, investigate all those claims and demands, a • their settlement or other disposition, defend all action d on those claims and demands with counsel satisfactory to 1, • - tees, and pay all charges of attorneys and all other costs an • • - ses of any kind arising from the liability, damage, loss, claii0N= ands, or actions. 4 15. Events of Default by Company. The following events constitute a default of this Agreement by Company: ``� .0 a. The Corporation or City determ )hat any representation or warranty on behalf of Company containe igreement or in anyfinancial statement Y certificate, report, or opine n ed to the Corporation in connection with this Agreement was incorrect oils eading in any material respect when made; b. Any judgment is against the pro undischarged, o ed against Company or any attachment or other levy Company with respect to a claim remains unpaid, dismissed for a period of 120 days. c. Comp rr> 1kes an assignment for the benefit of creditors. 6y files a petition in bankruptcy or is adjudicated insolvent or bankrupt. . xes owed by Company become delinquent, and Companyfails to timely and operly follow the legal procedures for protest or contest. f. Company changes the general character of business as conducted as of the date this Agreement is approved by the Corporation. 7 Type B Business Incentive Agreement g. Company fails to complete all of the improvements listed in Exhibit A on or before September 30, 2025, or fails to comply with one or more terms of this Agreement. 16. Notice of Default. Should the Corporation or City determine that Company is in default according to the terms of this Agreement, the Corporation or City shall notify Company in writing of the event of defaultand provide 60 days from the date of tt ice ("Cure Period") for Company to cure the event of default. 17. Results of Uncured Default by Company. The following actions any default that remains uncured after the Cure Period. a. Company shall immediately repay all funds paid by n to it underthis Agreement. b. Company shall pay Corporation's reasonable°�attbrrtey fees and costs of court P Y to collect amounts due to Corporation if not immediately repaid upon demandfrom the Corporation. ♦ c. Upon payment by Company of all e, the Corporation and Company shall have no further obligations to n er underthis Agreement. ti gicen for 18. No Waiver. a. No waiver of any covenant or condition, or the breach of any covenant or condition of this ' • ri>ment, constitutes a waiver of any subsequent breach of the covenant or con of the Agreement. b. No wai -i any covenant or condition, or the breach of any covenant or conli Ili 1 is Agreement, justifies or authorizes the n on observance on an y other . the covenant or condition or any other covenant or condition of this ent. ft ISetb. Any waiver or indulgence of Company's default may not be considered an estoppel against the Corporation. d. It is expressly understood that if at any time Company is in default in any of its conditions or covenants of this Agreement, the failure on the part of the Corporation to promptly avail itself of the rights and remedies that the Corporation 8 Type B Business Incentive Agreement may have, will not be considered a waiver on the part of the Corporation, but Corporation may at any time avail itself of the rights or remedies or elect to terminate this Agreement on account of the default. 19. Company specifically agrees that Corporation shall only be liable to Company forthe actual amount of the money grants to be conveyed to Company, and shall not beto Company for any actual or consequential damages, director indirect, interest, liable Y fees or cost of court for any act of default by Corporation under the t this Agreement. Payment by Corporation is strictly limited to those fun ted, bug , d eted and collected solely duringthe grant term of this Agreement. Corpora on shall use its best efforts to anticipate economic conditions and to dget accordingly. However, it is further understood and agreed that, should total sales tax revenue collected for any one year be less than the total amo t f grants to be paid to all contracting parties with Corporation for that year, thentn event, all contracting parties shall receive only their pro rata share of the availasales tax revenue for that year, less Corporation's customary and usual costs and ex' rises, as compared to each contracting parties' grant amount for that year, an • rporation shall not be liable to for any deficiency at that time or at any time in the i► • :. In this event, Corporation will provide all supporting documentation, as r t1 Payments to be made shall also require a written request from Company tok, companied by all necessary supporting documentation.0 20. The parties mutually agree erstand that funding under this Agreement is subject to annual appropriations by e City Council; that each fiscal year's funding must be included in the budget for that year; and the funding is not effective until approved by Icthe City Council..% 21. Notices. a. ired written notices shall be sent mailed, certified mail, postage !Iply R?1.1 addressed as follows: Company: Elevate QOF, LLC Attn: Deven Bhakta/Philip Ramirez 1410 Crescent Dr. Corpus Christi, Texas 78412 9 Type B Business Incentive Agreement Corporation: Corpus Christi B Corporation Attn.: Executive Director 1201 Leopard Street Corpus Christi, Texas 78401 b. A copy of all notices and correspondence must be sent the City at the following address: City of Corpus Christi Attn.: Assistant City Manager P.O. Box 9277 Corpus Christi, Texas 78469-9277 c. Notice is effective upon deposit in the United Stateq' i j�ie man nerprovided above. 23. Amendments or Modifications. No amendme may be made, nor any provision waived, unI authorized to sign Agreements on behalf oft a `'� r modifications to this Agreement writing signed by a person duly 24. Relationshipof Parties. Inpe n s Agreement, both the Corporation and � 9 Company will act in an indivi ua city, and not as agents, representatives, employees, employers, partners, n v nturers, or associates of one another. The employees or agents of either rty may not be, nor be construed to be, the employees or agents of the other party y purpose. Z 25. Captions. The in this Agreement are for convenience only and are not a part of this Agree t. e captions do not in any way limit or amplify the terms and provisions of th ment. 26.Se& 4,„„Velar orany reason, any section, paragraph, subdivision, clause, provision, phrase word of this Agreement or the application of this Agreement to any person or circumstan ce is, to any extent, held illegal, invalid, or unenforceable underpresent or future law or by a final judgment of a court of competent jurisdiction, then the remainder of this Agreement, or the application of the term or provision to persons or circumstances other than those as to which it is held illegal, invalid, or u nenforceable, will not be affected by the law or judgment, for it is the definite intent 10 Type B Business Incentive Agreement of the parties to this Agreement that every section, paragraph, su bdivision, clause, provision, phrase, or word of this Agreement be given full force and effect for its purpose. b. To the extent that any clause or provision is held illegal, invalid, or unenforceable under present or future law effective during the term of this Agreement, then the remainder of this Agreement is not affected by the law, and in lieu of a gal, invalid, or unenforceable clause or provision, a clause or provision, in terms to the illegal, invalid, or unenforceable clause or provis' as may be possible and be legal, valid, and enforceable, will be added to is gi'eement automatically. 27. Venue. Venue for any legal action related to this Agree n is Nu eces County, Texas. 28. Sole Agreement. This Agreement constitutes' tiia/sole Agreement between Corporation and Company. Any prior Agree ts, promises, negotiations, or representations, verbal or otherwise, not expre -ta'-d in this Agreement, are of no force and effect. • 29. Sur vival of terms of Agreeme t igations of parties. The terms of this Agreement and the obligation of th s relating to Section 14 shall survive the termination of this Agreement. (R rof this page intentionally left blank) 11 Type B Business Incentive Agreement Corpus Christi B Corporation By: Leah Pagan Olivarri President Date: Attest: By: Elevate QOF,LLC By its managing member, Jacek, LLC By: Dev n Bhakta Manager THE STATE OF TEXAS COUNTY OF NUECES This instrument was ackno, Deven Bhakta, Manage managing member of the company. Notary State Type B Business Incentive Agreement b53(1° Rebecca Huerta Assistant Secretary O 4)‘ ftgled before me on Jq yl1A if ' , 2024, by k, LLC, a Texas limited Iia company, as the e QOF, LLC, a Texas limited liability company, on behalf of 12 Darlene L. Gonzalez Notary Public, State of Texas Comm. EXPlres 03-13-2028 Notary ID 13148682-7 APPLICATION AND CERTIFICATE FOR PAYMENT TO OWNER: Elevate QOF, LLC PO Box 61178 Corpus Christi, Tx 78466 FROM CONTRACTOR: APD Construction LLC 4210 Surfside Dr Corpus Christi, Tx 78402 CONTRACT FOR: PROJECT: Homewood Suites Floodproofing Bid 402 Lomax St Corpus Christi, Tx 78401 VIA ARCHITECT: CONTRACTOR'S APPLICATION FOR PAYMENT Application is made for payment, as shown below, in connection with the Contract. Continuation Sheet is attached. 1. ORIGINAL CONTRACT SUM $ 2. Net change by Change Orders 9 $ 3. CONTRACT SUM TO DATE (Line 1 +/- 2) $ 4. TOTAL COMPLETED & STORED TO DATE-$ (Column G on Continuation Sheet) 5. RETAINAGE: a. of Completed Work $ (Columns D+E on Continuation Sheet) b. of Stored Material $ (Column F on Continuation Sheet) Total Retainage (Line 5a + 5b or Total in Column 1 of Continuation Sheet 6. TOTAL EARNED LESS RETAINAGE $ (Line 4 less Line 5 Total) 7. LESS PREVIOUS CERTIFICATES FOR PAYMENT (Line 6 from prior Certificate) 8. CURRENT PAYMENT DUE 9. BALANCE TO FINISH, INCLUDING RET (Line 3 less Line 6) 1,510,087.50 1,510,087.50 The undersigned Contra belief the Work covered Contract Documents,4 ,all Certificates for Payment .ifIte shown thereque. CONTRAO By: • O\ubscribed and sworn to before me this day of Notary Public: APPLICATION #: 1 PERIOD TO: PROJECT ,1_ : 1 CON T i Distribution to: Owner Const. Mgr Architect Contractor t to the best of the Contractor's knowledge, information and Ap. .:tion for Payment has been completed in accordance with the pts have been paid by the Contractor for Work for which previous sued and payments received from the Owner, and that current payment to f: Texas of: Nueces Date: CHANGE ORDER SUMMARY ADDITIONS DEDUCTIONS Total changes approved in previous months by Owner Total approved this Month TOTALS NET CHANGES by Change Order My Commission expires: CERTIFICATE FOR PAYMENT In accordance with Contract Documents, based on on -site observations and the data comprising application, the Architect certifies to the Owner that to the best of the Architect's knowledge, information and belief the Work has progressed as indicated, the quality of the Work is in accordance with the Contract Documents, and the Contractor is entitled to payment of the AMOUNT CERTIFIED. AMOUNT CERTIFIED $ (Attach explanation if amount certified differs from the amount applied for. Initial all figures on this application and on the Continuation Sheet that are changed to conform to the amount certified.) ARCHITECT: By: Date: This Certificate is not negotiable. The AMOUNT CERTIFIED is payable only to the Contractor named herein. Issuance, payment and acceptance of payment are without prejudice to any rights of the Owner of Contractor under this Contract. CONTINUATION SHEET ATTACHMENT TO PAY APPLICATION PROJECT: Homewood Suites Floodproofing Bid 402 Lomax St Corpus Christi, Tx 78401 A Item B APPLICATION NUMBER: APPLICATION DATE: PERIOD TO: ARCHITECT'S PR NO: F Description of Work Scheduled Value Work Completed From Previous Application (D + E) 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 Building Perimeter Knee Wall Poured Concrete walls Mechanical Mezzanine levels Dry Floodproofing components Flood proofing paint for Knee Wall AEP vault Entry Stoops Added cost for roof mounted Condenser Fire Riser Mezzanine General Floodproofing Taxes This Period Materials Presently Stored (Not In D or (111 O 275,000.00 185,000.00 123,000.00 190,000.00 85,000.00 175,000.00 75,000.00 82,000.00 85,000.00 120,000.00 115,087.50 �P And Stored RTo Date + E + F) (G/C) 1 1 Balance To Finish (C - G) 275,000.00 185,000.00 123,000.00 190,000.00 85,000.00 175,000.00 75,000.00 82,000.00 85,000.00 120,000.00 115,087.50 SUBTOTALS PAGE 2 1,510,087.50 Retainage 1,510,087.50 National Flood Hazard Layer FIRMette 97°24W 27°47'56"N 01 el; "NN 1 ss4 01" . 44 irk ortL • 1.46. Feet 2.000 FEMA Legend SEE EIS REPORT FOR DETAILED LEGEND AND INDEX MAP FOR FIRM PANEL LAYOUT Without Base Flood Elevation (BFE) 'm,=d V A00 With BFE Or Depth Zone AE. AO. AH, VE. AR Regulatory Floodway SPECIAL FLOOD HAZARD AREAS OTHER AREAS OF FLOOD HAZARD 97°23'22"W 27°47'24"N 1:6,000 Basemap Imagery Source: USGS National Map 2023 OTHER AREAS GENERAL STRUCTURES OTHER FEATURES MAP PANELS 0 V 0.2% Annual Chance Flood Hazard, Areas of 1% annual chance flood with average depth less than one foot or with drainage areas of less than one square mile • Future Conditions 1% Annual Chance Flood Hazard Area with Reduced Flood Risk due to Levee. See Notes. - - Area with Flood Risk due to Levee. NO SCREEN Area of Minimal Flood Hazard Effective LOMRs Area of Undetermined Flood Hazard r, J - — - - Channel, Culvert, or Storm Sewer 1 1 1 1 1 1 1 Levee, Dike, or Floodwall 2°.2 Cross Sections with 1% Annual Chance 17.6 Water Surface Elevation Coastal Transect ""-...pp* Base Flood Elevation Line (BFE) Limit of Study Jurisdiction Boundary Coastal Transect Baseline Profile Baseline Hydrographic Feature V 0 Digital Data Available No Digital Data Available Unmapped The pin displayed on the map is an approximate point selected by the user and does not represent an authoritative property location. This map complies with FEMA's standards for the use of digital flood maps if It is not vold as described below. The basemap shown complies with FEMA's basemap accuracy standards The flood hazard information is derived directly from the authoritative NFHL web services provided by FEMA. This map was exported on 11/10/2023 at 9:04 AM and does not reflect changes or amendments subsequent to this date and time. The NFHL and effective information may change or become superseded by new data over time. This map image is void if the one or more of the following map elements do not appear: basemap Imagery, flood zone labels. legend, scale bar, map creation date, community identifiers, FIRM panel number. and FIRM effective date. Map images for unmapped and unmodernized areas cannot be used for regulatory purposes. 0 250 500 1,000 1,500 Corpus Christi REGIONAL ECONOMIC DEVELOPMENT CORPORATION Project Details: ■ Five story, 127-room dual hotel (overnight and extended stay), including a rooftop bar, retail space, Top Golf Swing Suites, outdoor patio and other amenities ■ Project costs increased during the pandemic, resulting in required rental rates that could not be supported by established leasing rates in the downtown area ■ $2,000,000 reimbursement request froth the Type B Corporation approved • $1,510,087.50 for FEMA AE F od ne requirements • $489,913.50 for exter'ir ades and lease spaces rymA Abotit News L Multirt.:.1 IPPM; Retas WI 0 lot Notate 1'md.cts limm ahem Pods tM Social Nadi. About Us Rtp:4U, L Dada FEW as Keien /lead marmot + rt4v. Cr asrlf...e CVueces County, Texas Flood Maps Become Final ® E-1;I.1, DIATOM, Taco - bra Rood naps hoe. bete, Snailfnd and N11I become IISNtr, on CKt 13, 2022 Sa, Nuecr. Co. tj.:exas CunnF the nest s r months, a FEND, comptance spcCastse nil want Meth the(OKmunty IQ sodate tact) Ikadplain ordinance acid adapt rese ma flood turps Rci de ies at* antwraceA o t amne the maps to daft mnc it riser are in a towed moderate a Ryje-rsk tloo0 Ne'e l ne (sweet t' f. c 4,esee t toed assure ice Iate Vim can be sowed on ftMa's Food Mao Chaves V'ressti at tZos mst kmt Maim.. Corpus Christi R EGIONA. ECONOMIC UEVE LOP ME NT CORPORATION �r Corpus Christi REGIONAL ECONOMIC DEVELO►MENT COR►ORATION Corpus Christi REGIONAL ECONOMIC DEVELOPMENT CORPORATION 1...41 •III•• milli• Ordinance authorizing an agreement between the Corpus Christi B Corporation and Elevate QOF LLC, for costs associated with FEMAAE Flood Zone requirements and exterior upgrades for Homewood Suites by Hilton at the corner of Chaparral Street and Lomax Street; appropriating $2,000,000.00 from the Type B Economic Development Fund; and amending the budget. Be it ordained by the City Council of the City of Corpus Christi, Texas: Section 1. Funds in the amount of $2,000,000.00 are appropriated fro I . Type B Fund No. 1145 for an agreement with Elevate QOF, LLC. Section 2. The FY2023-24 Operating Budget adopted by Ordina is amended to increase expenditures by $2,000,000.00. Section 3. That the Corpus Christi B Corporation is agreement between the Corpus Christi B Corporation an associated with Homewood Suites by Hilton at the corne Street Introduced and voted on the day of ree Nel to enter into an OF LLC, for costs rral Street and Lomax 0333151 PASSED and APPROVED on the eol° ATTEST: (7,C , 2024. Paulette Guajardo, yor Rebecca Huerta, City Secretary Page 1 of 1 AGENDA MEMORANDUM First Reading Ordinance for the City Council Meeting February 20, 2024 Second Reading Ordinance for the City Council Meeting February 27, 2024 DATE: January 23, 2024 TO: Peter Zanoni, City Manager FROM: Miles Risley, City Attorney MilesR@cctexas.com 826-3360 Ordinance amending the Code of Ethics as requested by the Ethics Commission CAPTION: Ordinance amending Sections 2-312, 2-326, 2-340, 2-342, and 2-349 of the Code of Ordinances of the City of Corpus Christi, Texas to update definitions and language for clarity, duties of the Ethics Commission, disclosure of interests for contractors, and eliminate the use of short form annual reports. SUMMARY: The Ethics Commission is requesting amendments to the Code of Ethics. BACKGROUND AND FINDINGS: The Ethics Commission is requesting amendments to the following Sections and Subsections of the City's Code of Ethics: • Amend § 2-312 to insert the definition of "City Official" into the definitions section to clarify the ordinance and make it more intuitive. • Amend § 2-326 to change "publish pamphlets" to "public electronic information online" to update the code to a modern process. • Amend § 2-326(a)(3) of Section 2-326 to add a definitive deadline for officials to file responses when requested for additional information. • Amend § 2-326(a)(6) to repeal the section due to redundancy. • Amend § 2-340 to remove the option for reporting officials who have no changes to report since their most recent complete report to file a short form annual report to increase the effectiveness and accuracy of the Financial Disclosure Reports by ensuring annual analysis is performed by the reporting parties. • Amend § 2-342(k) to change the wording in the first sentence to read "The names and addresses of any persons from whom the reporting official received gifts or favors, https://corpuschristi-my.sharepoint.com/personaUdiamondg cctexas com/Documents/Agenda Memo-- Ethics Code Amendments.docx including but not limited to trips, excursions, food, lodging, money, commodities or services, cumulatively exceeding $200 in value" to increase perceived accuracy in reporting. • Amend § 2-349(b) to change the wording in the first sentence that refers to any business desiring to sell goods or services to the city that reads that business shall file with the city's purchasing agent a statement specifically naming any city employee, official and board member having "any ownership into best..." to "any ownership interest..." to correct a clerical error in the original drafting. • Amend § 2-349(d) to delete the sentence "unless the interest of the city official or employee in the matter is apparent" when disclosing requested action that will confer an economic benefit on any city official or employee to broaden the obligation to disclose to increase transparency. The City Ethics Commission approved the proposed changes during its meeting on December 21, 2023. ALTERNATIVES: Maintain existing language. FISCAL IMPACT: None. Funding Detail: Not applicable RECOMMENDATION: Approval of the Ordinance to amend City Code of Ethics with the administrative and substantive changes regarding Financial Disclosure Reports. LIST OF SUPPORTING DOCUMENTS: Ordinance https://corpuschristi-my.sharepoint.com/personal/diamondgcctexascom/Documents/Agenda Memo-- Ethics Code Amendments.docx Ordinance amending Sections 2-312, 2-326, 2-340, 2-342, and 2-349 of the Code of Ordinances of the City of Corpus Christi, Texas to update definitions and language for clarity, duties of the Ethics Commission, disclosure of interests for contractors, and eliminate the use of short form annual reports. WHEREAS, the City's Code of Ethics requires the Ethics Commission to review the City's Code of Ethics annually and make recommendations to City Council for any necessary changes, and the Ethics Commission reviewed has recommended changes to the City's Code of Ethics; NOW, THEREFORE, BE IT ORDAINED BY THE CITY COUNCIL OF THE CITY OF CORPUS CHRISTI, TEXAS, THAT: SECTION 1. Section 2-312 of the City Code is amended to add the following definition for "City Official": "City Official: The mayor; members of the city council; municipal court judges and magistrates; city manager; deputy city manager; assistant city managers; assistants to the city manager; city secretary; deputy city secretary; assistant to the city secretary; municipal court clerk, deputy court clerks; all department heads and assistant department heads; internal auditor and all assistant internal auditors; assistant to mayor; executive secretaries; and members of all boards, commissions (except the youth commission whose members are minors), committees, and other bodies created by the city council pursuant to federal or state law or city ordinance, including entities that may be advisory only in nature, who are appointed by the mayor, the city council, or who are designated in the by-laws or organization papers of the entity to serve on behalf of the city; and board members of any entity who are appointed by the mayor city council to such board membership. This list is updated and posted to the City's website annually by the city manager." SECTION 2. Subsection 2-326(a)(2) of Section 2-326 of the City Code is amended to read as follows: "Subsection. 2-326(a)(2): Prepare and publish pamphlets electronic information online and other materials explaining the duties of individuals subject to the Code of Ethics. Such materials shall include instructions to the public about how to obtain information such as financial disclosures, campaign reports, and the like from the city. 11 SECTION 3. Subsection 2-326(a)(3) of Section 2-326 of the City Code is amended to read as follows: "Subsection 2-326(a)(3): Review all financial disclosure reports which are filed with the city pursuant to this article. If the commission identifies a possible conflict of interest or needs further disclosure from its review of the financial disclosure report, the commission shall notify the filing official to request additional information regarding the possible conflict of interest. The Ethics Commission will provide a definitive deadline, not to exceed 60 days from the date of request, for the filing official to respond." C:\Users\ufc-prod\AppData\Local\Temp\BCL Technologies\easyPDF 8\@BCL@DC13A3E2\@BCL@DC13A3E2.docx SECTION 4. Subsection 2-326(a)(6) of Section 2-326 of the City Code is repealed as follows: and cxpcnditurcs for ach candidatc within thirty (30) days following thc dcadlinc fe-r filing thc last campaign financc rcports for eaG-14- �cc ie�- Fo hti purposcs of this provision, a gcncral cicction and run off cicction shall bo considered as a singlo city council election." SECTION 5. Section 2-340 of Section 2-340 of the City Code is hereby amended to read as follows: "Section 2-340: On or before the last Friday of March of each year, reporting officials shall file with the City Secretary an annual report of financial information covering January 1 through December 31st of the previous year. Council members and Planning Commission members shall also file with the city secretary a supplemental report of financial information by the last Friday of each year covering the most recent January 1 through June 30. Thosc rcporting officials who havc no changcs to rcport complctc rcport, filc a la-ave4i4a€1-a-Gam-platee financial disclosurc form within thc prcvious fivc (5) ycars. Each reporting official shall utilize a form provided by the city secretary, which shall be signed and submitted in hard copy, or submitted electronically, as may be provided for by the city." SECTION 6. Subsection 2-342(k) of Section 2-342 of the City Code is amended to read as follows: "Section 2-342(k): The names and addresses of a -I4 any persons from whom the reporting official received gifts or favors, including but not limited to trips, excursions, food, lodging, money, commodities or services, cumulatively exceeding $200.00 in value. The nature and date of each gift received shall be specified. Provided, however, campaign contributions reported as required by state law and gifts or favors from relatives need not be reported hereunder." SECTION 7. Subsection 2-349(b) of Section 2-349 of the City Code is amended to read as follows: "Subsection 2-349(b): In the case of any business desiring to sell goods or services to the city (except when the value of the goods or services is not reasonably anticipated to exceed $100.00 per calendar year) but which does not require city council, board, commission or committee consideration or action, the business shall file with the city's purchasing agent a statement specifically naming any city employee, official and board member having any ownership into bcst interest in the business constituting 3% or more of the ownership, or having any pecuniary interest in the transaction. This provision does not apply to or include the purchase of magazine subscriptions and memberships in professional or trade organizations related to municipal operations." SECTION 8. Subsection 2-349(d) of Section 2-349 of the City Code is amended to read as follows: "Subsection 2-349(d): If a person who requests official action on a matter knows C:\Users\ufc-prod\AppData\Local\Temp\BCL Technologies\easyPDF 8\@BCL@DC13A3E2\@BCL@DC13A3E2.docx that the requested action will confer an economic benefit on any city official or employee that is distinguishable from the effect that the action will have on members of the public in general or a substantial segment thereof, he or she shall disclose that fact in a signed writing to the city official, employee or body that has been requested to act in the matter., unlcss thc intcrcst of thc city official or cmploycc in thc mattcr is apparcnt. The disclosure shall also be made in a signed writing filed with the city secretary." SECTION 9. All provisions of the ordinances of the City of Corpus Christi in conflict with the provisions of this ordinance be, and the same are hereby, repealed, and all other provisions of the ordinances of the City of Corpus Christi not in conflict with the provisions of this Ordinance shall remain in full force and effect. SECTION 10. Should any sentence, paragraph, subdivision, clause, phrase or section of this ordinance be adjudged or held to be unconstitutional, illegal or invalid, the same shall not affect the validity of this ordinance as a whole, or any part or provision thereof other than the part so decided to be invalid, illegal or unconstitutional, and shall not affect the validity of the Code of Ordinances as a whole. SECTION 11. This ordinance shall become effective upon final approval by the City Council, signature by the Mayor and publication of the caption of the ordinance in accordance with the law. Introduced and voted on the day of , 2023. PASSED and APPROVED on the day of , 2023. ATTEST: Paulette Guajardo, Mayor Rebecca Huerta, City Secretary C:\Users\ufc-prod\P,ppData\Local\Temp\BCL Technologies\easyPDF 8\@BCL@DC13A3E2\@BCL@DC13A3E2.docx AGENDA MEMORANDUM Public Hearing and First Reading for the City Council Meeting of Feb. 20, 2024 Second Reading for the City Council Meeting of Feb. 27, 2024 DATE: February 20, 2024 TO: Peter Zanoni, City Manager FROM: Al Raymond, Development Services Department Alraymond@cctexas.com (361) 826-3275 Rezoning for a property at or near 1563 South Nineteenth Street CAPTION: Zoning Case No. 0124-01, Jonathan Verduzco (District 2). Ordinance rezoning a property at or near 1563 South Nineteenth Street from the "RS -6" Single -Family 6 District to the "RS -TF" Two -Family District; Providing for a penalty not to exceed $2,000 and publication. (Planning Commission and Staff recommend approval). SUMMARY: This item is to rezone the property to allow for a two-family residential subdivision. BACKGROUND AND FINDINGS: The subject, vacant and undeveloped, property is a parcel at the block face of South Nineteenth Street, between Cloyde Street and Lynch Street. The property is located in a "RS -6" Single -Family 6 zoned residential subdivision established in 1909. To the north and west of the subject parcel is the established Tracy Subdivision, zoned "RS -6" Single -Family 6, with low-density residential uses. To the east and south is also an established, low-density, residential subdivision named Bay Terrace No.2, along the east side of South Nineteenth Street. A residential infill development is being proposed at the subject property, and the applicant is requesting to amend the current zoning district to permit the construction of two-family dwellings. The Two -Family District is designed to maintain a generally spacious residential environment for single-family residential purposes as well as larger parcels of land appropriate for two-family houses. Per the UDC (Unified Development Code), population density and height of buildings are low enough to be compatible with neighboring single- family developments. The proposed rezoning is consistent with many elements and goals of Plan CC (City of Corpus Christi Comprehensive Plan) and the FLUM's (Future Land Use Map) designation of medium -density residential use. Public Input Process Number of Notices Mailed: 49 notices were mailed within the 200 -foot notification area, and 7 outside the notification area. As of February 16, 2024: In Favor: 0 inside notification area 0 outside notification area In Opposition: 0 inside notification area 0 outside notification area A total of 0.00% of the 200 -foot notification area is in opposition. ALTERNATIVES: None. FISCAL IMPACT: There is no fiscal impact associated with this item. RECOMMENDATION: Planning Commission and Staff recommended approval of the change of zoning from the "RS -6" Single -Family 6 District to the "RS -TF" Two -Family District on January 10, 2024. Vote Results For: 6 Against: 0 Absent: 2 LIST OF SUPPORTING DOCUMENTS: Ordinance Presentation - Aerial Map Planning Commission Final Report Zoning Case No. 0124-01, Jonathan Verduzco (District 2). Ordinance rezoning a property at or near 1563 South Nineteenth Street from the "RS -6" Single -Family 6 District to the "RS -TF" Two -Family District; Providing for a penalty not to exceed $2,000 and publication. (Planning Commission and Staff recommended approval). WHEREAS, with proper notice to the public, a public hearing was held during a meeting of the Planning Commission during which all interested persons were allowed to appear and be heard; WHEREAS, the Planning Commission has forwarded to the City Council its final report and recommendation regarding the application for an amendment to the City of Corpus Christi's Unified Development Code ("UDC") and corresponding UDC Zoning Map; WHEREAS, with proper notice to the public, a public hearing was held during a meeting of the City Council, during which all interested persons were allowed to appear and be heard; WHEREAS, the City Council has determined that this rezoning is not detrimental to the public health, safety, or general welfare of the City of Corpus Christi and its citizens; and WHEREAS, the City Council finds that this rezoning will promote the best and most orderly development of the properties affected thereby, and to be affected thereby, in the City of Corpus Christi. NOW, THEREFORE, BE IT ORDAINED BY THE CITY COUNCIL OF THE CITY OF CORPUS CHRISTI, TEXAS: SECTION 1. The Unified Development Code ("UDC") and corresponding UDC Zoning Map of the City of Corpus Christi, Texas is amended by changing the zoning on the subject property being Lots 6-9, Block 1702, Bay Terrace No. 2, and portion of South Nineteenth Street, as shown in Exhibit A, from: the "RS -6" Single -Family 6 District to the "RS -TF" Two -Family District. The subject property is located at or near 1563 South Nineteenth Street. Exhibit A, a map, is attached to and incorporated in this ordinance. SECTION 2. The UDC and corresponding UDC Zoning Map of the City, made effective July 1, 2011 and as amended from time to time, except as changed by this ordinance, both remain in full force and effect including the penalties for violations as made and provided for in Article 10 of the UDC. SECTION 3. To the extent this amendment to the UDC represents a deviation from the City's Comprehensive Plan, the Comprehensive Plan is amended to conform to the UDC, as it is amended by this ordinance. SECTION 4. All ordinances or parts of ordinances specifically pertaining to the zoning of the subject property that are in conflict with this ordinance are hereby expressly superseded. SECTION 5. A violation of this ordinance, or requirements implemented under this ordinance, constitutes an offense punishable by a fine not to exceed $2,000.00 for each offense; as provided in Article 1, Section 1.10.1 of the UDC, Article 10 of the UDC, and/or Section 1-6 of the Corpus Christi Code of Ordinances. SECTION 6. Publication shall be made in the official publication of the City of Corpus Christi as required by the City Charter of the City of Corpus Christi. SECTION 7. This ordinance shall become effective upon publication. Introduced and voted on the day of , 2024. PASSED and APPROVED on the day of , 2024. ATTEST: Paulette Guajardo, Mayor Rebecca Huerta, City Secretary Page 2 of 3 Exhibit A CASE: 0124-01 SUBJECT PROPERTY WITH ZONING A -I AAA A-2 AB AT B-1 BAA B-2 8-21 B-3 3-4 8-5 &-0 DD P -R RC El Subject Property Apartment House Drsvrct Apamrtent Hasse Distrct Apartment House District P ueessonal Moe Distract Apartment-Tuun4 Disrnet Neighborhood Bus ness District Neighborhood Business Distrgt Baybud1 Buvness O stnc5 Ratner Island Baseless OisIncd Bas, ss District General Business Distract Prenary Business Oskict Primary Business Core Drsenet Corpus CNnsh Desch Desgn Det. Dann Rural Dastral HistoncaLeunurat Landmark Pmservabin, 1-1 Limited Industrial Duro 1-2 Light IndustrW OsmG 1-3 Heavy Industral D sant PUD Planned Unit Development RAA One Farrvly Dwelkrg District R-18 One Family Dereltrg District 1,1.1C One Family Dwelkrg Omens R-2 Multiple Dweling District RA Dere Family Dwelling Ois4ia RE Residential Estate District R-TH Townhouse Deegirg Disi t 5P Special Permit T -1A Travel Traaer Part OrstrW TAD MenuOactured Home Peek Damn T -1C Manurecurred Home 5uhmvison astriet Page 3 of 3 ZONING REPORT Case 0124-01 Applicant & Subject Property District: 2 Owner: Jonathan Verduzco Applicant: Jonathan Verduzco Address: 1563 South Nineteenth Street, located along the west side of South Nineteenth Street, south of Cloyde Street, and north of Lynch Street. Legal Description: Lots 6-9, Block 1702, Bay Terrace No. 2, and portion of South Nineteenth Street (Between Cloyde Street and Lynch Street). Acreage of Subject Property: 0.4 (17,924.94 square feet). Refer to attachment A Existing Zoning and Notice Area Map. Pre -Submission Meeting: October 25, 2023 Zoning Request From: "RS -6" Single -Family 6 District To: "RS -TF" Two -Family District Purpose of Request: To allow for a two-family residential subdivision. Land Development & Surrounding Land Uses Zoning District Existing Land Use Future Land Use Site "RS -6" Single -Family 6 Vacant Medium -Density Residential, Transportation North "RS -6" Single -Family 6 Right -of -Way (South Nineteenth Street), Low -Density Residential Medium -Density Residential, Transportation South "RS -6" Single -Family 6 Low -Density Residential, Vacant, Right -of -Way (Lynch Street) Medium -Density Residential, Transportation East "RS -6" Single -Family 6 Right -of -Way (South Nineteenth Street), Low -Density Residential Transportation, Medium -Density Residential West "RS -6" Single -Family 6 Low -Density Residential, Vacant Medium -Density Residential Plat Status: The subject property consists of 4 lots per MRNCT (Map Records of Nueces County, Texas) Volume A, Page 26, and portion of South Nineteenth Street. A rezoning must precede the land subdivision application submitted to Development Services on October 11, 2023 to allow two-family structures to be constructed; approved on November 29, 2023 by Planning Commission, not yet recorded. Military Compatibility Area Overlay District (MCAOD, Effective August 22, 2022): None. Code Violations: None. Transportation and Circulation South Nineteenth Street Designation Section Proposed Section Existing "Local' Residential One Lane & Parking, 50 Feet One Lane & Parking, 70 Feet Transit: The Corpus Christi RTA provides service to the subject property via Routes 12 Hillcrest/Baldwin, 17 Carroll/Southside, 19 Ayers, and 23 Molina, at least one-quarter to one- third of a mile, along Baldwin Boulevard, South Brownlee Boulevard, Ayers Street, and Morgan avenue respectively. Bicycle Mobility Plan: The subject property is approximately 30 feet away from a proposed buffered bike lane on South Nineteenth Street, connecting to bike boulevards along Elizabeth Street and McKenzie Street. Utilities Gas: A 2-inch WS line exists along the east side of South Nineteenth Street. Stormwater: A 30-inch RCP line exists along South Nineteenth Street. Wastewater: An 8-inch VCP line exists along the west side of South Nineteenth Street. Water: An 8-inch ACP line along the west side of South Nineteenth Street. Corpus Christi Comprehensive Plan (Plan CC) Plan CC: Provides a vision, goals, and strategies, to guide, regulate, and manage future development and redevelopment within the corporate limits and extraterritorial jurisdiction (ETJ) was adopted in 2016. Area Development Plan (ADP): According to Plan CC the subject property is located within the Southeast ADP (Adopted on July 11, 1995). The Bayside ADP, being drafted, will soon repeal the Southeast ADP. Water Master Plan: No improvements have been proposed. Wastewater Master Plan: No improvements have been proposed. Stormwater Master Plan: No improvements have been proposed. Public Notification Number of Notices Mailed 49 within a 200-foot notification area 7 outside 200-foot notification area In Opposition 1 inside the notification area 0 outside the notification area 1.2% in opposition within the 200-foot notification area (0 individual property owner) Public Hearing Schedule Planning Commission Hearing Date: January 10, 2024 City Council 1st Reading/Public Hearing Date: February 20, 2024 City Council 2nd Reading Date: February 27, 2024 Background: The subject, vacant and undeveloped, property is a parcel at the block face of South Nineteenth Street, between Cloyde Street and Lynch Street. The property is located in a "RS - 6" Single -Family 6 zoned residential subdivision established in 1909. To the north and west of the subject parcel is the established Tracy Subdivision, zoned "RS -6" Single -Family 6, with low-density residential uses. To the east and south is also an established, low-density, residential subdivision named Bay Terrace No.2, along the east side of South Nineteenth Street. A residential infill development is being proposed at the subject property; and the applicant is requesting to amend the current zoning district to permit the construction of two-family dwellings. The Two -Family District is designed to maintain a generally spacious residential environment for single-family residential purposes as well as larger parcels of land appropriate for two- family houses. Per the UDC (Unified Development Code), population density and height of buildings are low enough to be compatible with neighboring single-family development. Plan CC ( City of Corpus Christi Comprehensive Plan) Consistency: The proposed rezoning is consistent with the following Goals and Strategies for Decision Makers: • Housing and Neighborhoods: o Quality housing meets the diverse needs of households at all income levels and all stages of the life cycle. • Support the planning, regulatory, funding initiatives needed to provide a diversity of housing types —rentals and ownership, market -rate, and assisted- to meet community needs. o Corpus Christi sustains and maintain established neighborhoods. • Support programs to encourage infill development and rehabilitate housing stock in established neighborhoods. • Future Land Use, Zoning, and Urban Design: o Corpus Christi development patterns support efficient and cost-effective use of resources and high quality of life. • Encourage the protection and enhancement of residential neighborhoods. • Promote the stabilization, revitalization, and redevelopment of older neighborhoods. • Encourage orderly growth of new residential, commercial, and industrial areas. • Promote a balanced mix of land uses to accommodate continuous growth and promote the proper location of land uses based on compatibility, locational needs, and characteristics of each use. o Corpus Christi has well designed neighborhoods and built environments. • Encourage residential infill development on vacant lots within or adjacent to existing neighborhoods. Southeast ADP (Area Development Plan) and FLUM (Future Land Use Map) Consistency: The proposed rezoning is consistent with policy statements of the Southeast ADP and the FLUM's designation of Medium -Density Residential. While staff noted that the Southeast ADP was adopted nearly 29 years ago, traces of its specific goal remains in the soon-to-be adopted Bayside ADP, with policies that encourage the following: • The protection of the predominantly stable residential neighborhoods, and the promotion of efficient development of under-utilized and remaining vacant land in the area with the principal objectives of: o Stabilizing and conserving residential neighborhoods. o Revitalizing deteriorated housing and promoting new residential development in areas best suited for such development. Staff Analysis: Staff reviewed the subject property's background information and the applicant's purpose for the rezoning request and conducted research into the property's land development history to include platting, zoning, existing surrounding land uses, and potential code violations. Staff compared the proposed zoning's consistency with the applicable elements of the comprehensive plan. As a result of the above analysis, staff notes the following: • The proposed rezoning is consistent with many elements and goals of Plan CC (City of Corpus Christi Comprehensive Plan) and the FLUM's (Future Land Use Map) designation of medium -density residential use. • Infill development, as is the case for the proposed development, on vacant or underutilized lots within or adjacent to existing neighborhoods, is encouraged by Plan CC. The subject property, vacant and undeveloped, is surrounded by residential subdivisions established in the early 1900s; and the Southeast of the City, a mostly built -out area, with a predominant single-family residential land use, hosts old structures mostly a survey revealed. The current and soon-to-be adopted ADPs (Bayside ADP - with the same boundaries) further advise that developments of this kind be achieved in a manner that protects the residential character of these neighborhoods while inducing revitalization. Public input for the ADP to -be -adopted also revealed a need for housing variety that particularly hosts single-family uses, and that "green" developments were well -sought after by buyers interested in living in the area. o Staff find the subject request fitting to address housing related items such as affordable housing, housing options, and new housing. • The subject parcel is within a neighborhood of the Southeast area that is characterized by one of the lowest brackets of median household income (2019), a moderate concentration of renters, older homes, and homes with the lowest value; an opportunity to address affordable housing. • The "RS -6" Single -Family 6 District falls within the medium -density range (4-13 units per acre); as does the Two -Family District. The abutting Tracy and Bay Terrace No.2 subdivisions are zoned "RS -6" Single -Family 6, and the site is on a "Local" Residential road (South Nineteenth Street) with the infrastructure to support the proposed development. o The applicant has proposed to subdivide the subject property into three 76 -foot wide lots with a minimum area of 6,460 square feet; meeting the minimum UDC (Unified Development Code) requirements of a 50 -foot wide parcel with 6,000 square feet in area for one two-family structure. • The development promotes the policy of orderly growth; and also regards the surrounding arrangement pattern. Planning Commission and Staff Recommendation (January 10, 2024): After evaluation of case materials provided and subsequent staff analysis including land development, surrounding uses and zoning, transportation and circulation, utilities, Comprehensive Plan consistency, and considering public input, Planning Commission and Staff recommend approval of the change of zoning from the "RS -6" Single -Family 6 District to the "RS -TF" Two -Family District. • The amendment is compatible with the present zoning and conforming uses of nearby properties and to the character of the surrounding area; and will not have a negative impact upon the surrounding neighborhood. Staff finds that the proposed development may benefit the community. o The Two -Family District and the Single -Family District are compatible, per the UDC (Unified Development Code) on the basis of building height and population density. While a recommendation of approval is being issued for a Two -Family District mid South Nineteenth Street, staff believes the location of the proposed development to be acceptable. The Building Code restricts the development of duplexes with vertical circulation due to accessibility issues. ■ The proposed development will be in keeping with the surrounding character. Historically, Two-family structures were designed to address affordable housing; they appeared as a single-family structure (with the provision of a single driveway as well), that actually accommodated two families; and such will be the subject development. o The proposed development will help catalyze re -investment in the area and induce revitalization. Duplex developments and districts are mostly found in the subject parcel's neighborhood of the Southeast area; however, dominated by the typical single-family structure. o Approval of the amendment request to allow for a duplex infill development is appropriate. It addresses several housing related items. Attachment: (A) Existing Zoning and Notice Area map. (B) Returned Notice (A) Existing Zoning and Notice Area Map CASE: 0124-01 Zoning and notice Area RM -1 Multifamily 1 RM -2 Multifamily2 lit4-3 Multifamily DN Professional Office RM -AT Multifamily AT CN -1 Neighborhood Commercial CN -2 Neighborhood Commercial CR -1 Resort Commercial CR -2 Resort Commercial CG -1 Genera CGmmfrcla CG -2 General Commercial CI Intensive Commercial CBD Dowrtovm Commercial CR -3 Resort Commercial FR Farm Rural H Historic Overlay BP Business Party IL Light Industrial IH Heavy Industrial PUD Planned Unit Dev, Overlay RS -10 Single -Family 10 RS -6 Single -Family 6 RS -0.5 Single-Family6.6 RS-TF Two -Family RS -15 Single -Family 15 RE Residential Estate RS-TH Townhouse SP Special Permit RV Recreational Vehicle Park RMH Manufactured Home City of C'orpu s Christi N Cor prl_s Iuish ir SUBJECT PROPERTY F. I cri. 111 RE r ' Inlrulnnl.nl 1 Ir 1LOCAT!ON MAP (B) Returned Notice PUBLIC HEARING NOTICE City Council Rezoning Case No. 0124-01 Jonathan Verduzco has petitioned the City of Corpus Christi to consider a change of zoning from the "RS -6" Single -Family 6 District to the "RS -TF" Two -Family District, not resulting in a change to the Future Land Use Map. The property to be rezoned is described as: A property located at or near 1563 South 19th Street and described as a 0.447 -acre tract being all of a 4.262 -acre tract described as a closed portion of 19th Street in Ordinance No. 002389, Nueces County, Texas, and being a portion of Lots 6-19, Block 1702, Bay Terrace No. 2, and located along the west side of South 19th Street, south of Cloyde Street, and north of Lynch Street. Please see the map on the reverse side. The City Council will conduct a public hearing and first reading to discuss and act on this rezoning request on Tuesday, February 20, 2024, during one of its regular meetings, which begins at 11:30 a.m. The hearing will be held in Corpus Christi Transportation Authority (CCRTA) Staples Street Center Board Room 2nd Floor, 602 N. Staples Street. You are invited to attend this public hearing to express your views on this rezoning. For more information, call (361) 826-3105. The City Council may recommend other intermediate zoning classifications and/or Special Permits. Approval of a change of zoning, if inconsistent with the City's Comprehensive Plan, will also have the effect of amending the Comprehensive Plan to reflect the approved zoning. Persons with disabilities planning to attend this meeting, who may require special services, are requested to contact the City Secretary's Office at least 48 hours in advance at 361-826-3105. Si usted attender este junta y dirigrse a la commission y su ingles es limitedo, alguien estara presente para ayudarle a interpreter. Para mas informacion, por favor (lamer a la oficina del secretario de la cuidad al number 361-826-3105. 7 Tex. Admin. Code §211.006(d), Corpus Christi Unified Dev. Code §3.3.4 To be on the record, this form must be filled out, signed by the current property owner(s), and returned in its entirety via mail to the return address on this notice or via email to zonin cetexas.com. I Property Owner(s) Name: k.9/i0.. Address: 15- 1 5 , 1 t L 5' ti ) ,�Phone No.: 3 ) --4-- - 4 i9i lib ( ) In Favor (( In Opposition REASONS: Planner Assigned: Saradja Registre Email: SaradjaR@cctexas.com Phone: 361-826-3574 INFOR Case No. ZN8108 Property Owner ID: 13 Zoning Case 0124-01 N r Jonathan Verduzco District 2 Rezoning for a property at or near 1563 South Nineteenth Street From the "RS -6" Single -Family District To the "RS -TF" Two -Family District Clvisti f SLBJECT PROPERTY Esri, HEREILOCATlONW City Council February 20, 2024 Zoning and Land Use Proposed Use: To allow for a two-family residential subdivision. Area Development Plan (ADP): Southeast ADP (Adopted on July 11, 1995) Future Land Use Map: Medium -Density Residential and Transportation Existing Zoning: "RS -6" Single -Family 6 District Adjacent Land Uses: • North: ROW (South Nineteenth Street), Low -Density N Residential (Zoned "RS -6") • South: Low -Density Residential, Vacant (Zoned "RS -6"), 1 ROW (Lynch Street) • East: ROW (South Nineteenth Street), Low -Density Residential (Zoned "RS -6") • West: Low -Density Residential, Vacant (Zoned "RS -6") Public Notification 49 Notices mailed inside the 200 -foot buffer 7 Notices mailed outside the 200 -foot buffer Notification Area Opposed: 1 (1.2%) Separate Opposed Owners (1) In Favor: 0 (0.00%) N *Notified property owner's land in SQF/ Total square footage of all property in the notification area = Percentage of public opposition. SUBJECT PROPERTY Staff Analysis and Recommendation • The proposed rezoning is consistent with many elements and goals of Plan CC (City of Corpus Christi Comprehensive Plan) and the FLUM's (Future Land Use Map) designation of Medium -Density Residential use. • Staff finds the subject request for an infill development to be fitting to address housing related items such as affordable housing, housing options, and new housing. o The subject parcel is within a neighborhood of the Southeast area that is characterized by one of the lowest brackets of median household income (2019), a moderate concentration of renters, older homes, and homes with the lowest value; an opportunity to address affordable housing. o Constituents of the area expressed a need for housing options that house single-family use, and buyers interested in living in the area sought new construction developments. • The amendment is compatible with the present zoning and conforming uses of nearby properties and to the character of the surrounding area; and will not have a negative impact upon the surrounding neighborhood. Staff finds that the proposed development may benefit the community. o The Two -Family District and the Single -Family District are compatible, per the UDC (Unified Development Code) on the basis of building height and population density. o The proposed development will help catalyze re -investment in the area and induce revitalization. Duplex developments and districts are mostly found the subject parcel's neighborhood amongst single-family districts. PLANNING COMMISSION AND STAFF RECOMMEND APPROVAL TO THE "RS -TF" TWO-FAMILY DISTRICT AGENDA MEMORANDUM Public Hearing and First Reading for the City Council Meeting of Feb. 20, 2024 Second Reading for the City Council Meeting of Feb. 27, 2024 DATE: February 20, 2024 TO: Peter Zanoni, City Manager FROM: Al Raymond, Development Services Department Alraymond@cctexas.com (361) 826-3275 Rezoning for a property at or near 14762 Running Light Drive CAPTION: Zoning Case No. 0124-02, John Tompkins (District 4). Ordinance rezoning a property at or near 14762 Running Light Drive from the "RS-6/IO" Single -Family 6 District with the Island Overlay to the "RM-AT/IO" Multifamily Apartment Tourist District with the Island Overlay; Providing for a penalty not to exceed $2,000 and publication. (Planning Commission and Staff recommend approval). SUMMARY: This item is to rezone the property to allow for compatibility with surrounding land uses with increased development options. BACKGROUND AND FINDINGS: The subject property is a 0.28 -acre, vacant and undeveloped, parcel zoned "RS-6/IO" Single -Family 6 with the Island Overlay in the Padre -Mustang Island area, generally east of South Padre Island Drive (SH -358) and north of Whitecap Boulevard, along the north side of Running Light Drive, and west of Leeward Drive. The surrounding properties are all vacant, with "RM-AT/IO" Multi -Family Apartment Tourist districts with the Island Overlay to the south and west, and "RS-6/IO" Single - Family 6 districts with the Island Overlay to the north and east. The "RM -AT" Multi -Family Apartment Tourist District permits single-family and two- family houses, apartments, townhouses, cottage housing developments, group homes, educational facilities, parks and open areas, places of worship, bed and breakfast inns, hotels, and motels. The proposed rezoning is consistent with the FLUM (Future Land Use Map) and is consistent with many broader elements of Plan CC (The City of Corpus Christi Comprehensive Plan). Public Input Process Number of Notices Mailed: 39 notices were mailed within the 200 -foot notification area, and 2 outside the notification area. As of February 16, 2024: In Favor: 0 inside notification area 0 outside notification area In Opposition: 0 inside notification area 0 outside notification area A total of 0.00% of the 200 -foot notification area is in opposition. ALTERNATIVES: None. FISCAL IMPACT: There is no fiscal impact associated with this item. RECOMMENDATION: Planning Commission and Staff recommend approval of the change of zoning from the "RS-6/IO" Single -Family 6 District to the "RM-AT/IO" Multi -Family Apartment Tourist District on January 10, 2024. Vote Results For: 6 Against: 0 Absent: 2 LIST OF SUPPORTING DOCUMENTS: Ordinance Presentation - Aerial Map Planning Commission Final Report Zoning Case No. 0124-02 John Tompkins (District 4). Ordinance rezoning a property at or near 14762 Running Light Drive from the "RS-6/IO" Single -Family 6 District with the Island Overlay to the "RM-AT/IO" Multifamily Apartment Tourist District with the Island Overlay; Providing for a penalty not to exceed $2,000 and publication. (Planning Commission and Staff recommended approval). WHEREAS, with proper notice to the public, a public hearing was held during a meeting of the Planning Commission during which all interested persons were allowed to appear and be heard; WHEREAS, the Planning Commission has forwarded to the City Council its final report and recommendation regarding the application for an amendment to the City of Corpus Christi's Unified Development Code ("UDC") and corresponding UDC Zoning Map; WHEREAS, with proper notice to the public, a public hearing was held during a meeting of the City Council, during which all interested persons were allowed to appear and be heard; WHEREAS, the City Council has determined that this rezoning is not detrimental to the public health, safety, or general welfare of the City of Corpus Christi and its citizens; and WHEREAS, the City Council finds that this rezoning will promote the best and most orderly development of the properties affected thereby, and to be affected thereby, in the City of Corpus Christi. NOW, THEREFORE, BE IT ORDAINED BY THE CITY COUNCIL OF THE CITY OF CORPUS CHRISTI, TEXAS: SECTION 1. The Unified Development Code ("UDC") and corresponding UDC Zoning Map of the City of Corpus Christi, Texas is amended by changing the zoning on the subject property being Lot 27, Block 3, Padre Island Section E, as shown in Exhibit A, from: the "RS -6" Single -Family 6 with an Island Overlay to the "RM-AT/IO" Multi -Family Apartment Tourist with an Island Overlay. The subject property is located at or near 14762 Running Light Drive. Exhibit A, map, is attached to and incorporated in this ordinance. SECTION 2. The UDC and corresponding UDC Zoning Map of the City, made effective July 1, 2011 and as amended from time to time, except as changed by this ordinance, both remain in full force and effect including the penalties for violations as made and provided for in Article 10 of the UDC. SECTION 3. To the extent this amendment to the UDC represents a deviation from the City's Comprehensive Plan, the Comprehensive Plan is amended to conform to the UDC, as it is amended by this ordinance. SECTION 4. All ordinances or parts of ordinances specifically pertaining to the zoning of the subject property that are in conflict with this ordinance are hereby expressly superseded. SECTION 5. A violation of this ordinance, or requirements implemented under this ordinance, constitutes an offense punishable by a fine not to exceed $2,000.00 for each offense; as provided in Article 1, Section 1.10.1 of the UDC, Article 10 of the UDC, and/or Section 1-6 of the Corpus Christi Code of Ordinances. SECTION 6. Publication shall be made in the official publication of the City of Corpus Christi as required by the City Charter of the City of Corpus Christi. SECTION 7. This ordinance shall become effective upon publication. Introduced and voted on the day of , 2024. PASSED and APPROVED on the day of , 2024. ATTEST: Paulette Guajardo, Mayor Rebecca Huerta, City Secretary Page 2 of 3 Exhibit A CASE: 0124-02 SUBJECT PROPERTY WITH ZONING Subject Property A-1 Apartment House District 0-10 Apartment House Distrrc* A-2 Apartment House District AB Professional Orme Disrwt AT Apartmen0Tounst Dean. B-1 Neighborhood Business DAloe 13-1A Neghbabood Business DASct 0-2 Bnyhont Business Distad 4-2A Barrier Island Business pisb*1 R-3 Business District B-4 General Business I:ABM& B-5 B-E BD F -R HC Primary Braumess Dsmot Primary Business Core D'rsmct Corpus Christi Beach Deign Dist Farm Rur'il District Nis -weal -Cultural Landmark Presentation 1-1 Landed IMushial District 1-2 Light 14,000404,0.0* I-3 Meavy Industrial District PUD Planned Unit Development R 4 One Famrty Dwelling Omuta 0-10 Dire Family Dwelling Drshrd R -1C One Fainly Dwelling Distil. R-2 Mudtipte Dwelling District RA. One Family Dwelling Dis04IX RE Residemt.. Estate Distnot R -Tel Townhouse Dwoil log Omelet SP Special henna T -1A Travel Trailer Pad. Distna T-113 Manufactured Horne Fad Dis teed T -1e Manufactured Horne Suodnosron Dwipt WIN City of Corpus Christi E SUBJECT PROPERTY Esr'i, HERE, r,...,... InlrnGnncnlr o LOCATION MAP1 Page 3 of 3 ZONING REPORT Case # 0124-02 Applicant & Subject Property City Council District: 4 Owner/Applicant: John Tompkins Address: 14762 Running Light Drive, located along the north side of Running Light Drive, west of Leeward Drive. Legal Description: Lot 27, Block 3, Padre Island Section E Acreage of Subject Property: 0.28 acres Pre -Submission Meeting: October 25, 2023 Zoning Request From: "RS-6/IO" Single -Family 6 District with the Island Overlay To: "RM-AT/IO" Multifamily Apartment District with the Island Overlay Purpose of Request: To allow for compatibility with surrounding land uses with increased development options. Land Development & Surrounding Land Uses Zoning District Existing Land Use Future Land Use Site "RS-6/IO" Single -Family 6 with the Island Overlay Vacant Mixed Use North Water Water South "RM-AT/IO" Multifamily Apartment Tourist with the Island Overlay Vacant Mixed Use East "RS-6/IO" Single -Family 6 with the Island Overlay West "RM-AT/IO" Multifamily Apartment Tourist with the Island Overlay Plat Status: The property is platted per MRNCT (Map Records of Nueces County, Texas) Volume 38, Page 25-26, Padre Island Section E (Dated: March 3rd, 1972). Military Compatibility Area Overlay District (MCAOD, Effective August 22, 2022): The property is not located within a MCAOD. Code Violations: None. Transportation and Circulation Running Light Drive Designation -Urban Street Section Proposed Section Existing Local Residential Street 1 Lane, 50 feet 1 Lane, 60 feet Transit: The Corpus Christi RTA provides service less than 1/4 mile from the subject property via Route 65 Padre Island Connection. Bicycle Mobility Plan: A 1 -way Cycle Track (both sides) is planned for Leeward Drive from Windward Drive to St. Bartholomew Avenue. Utilities Gas: 2" PE line along the east side of Leeward Drive ( approximately 200 feet from the subject property) Stormwater: 18" RCP line on Aruba Drive (approximately 150 feet from the subject property) Wastewater: 8" VCP line along the north side of Running Light Drive. Water: 8" ACP line along the south side of Running Light Drive. Corpus Christi Comprehensive Plan Plan CC: Provides a vision, goals, and strategies, to guide, regulate, and manage future development and redevelopment within the corporate limits and extraterritorial jurisdiction (ETJ) was adopted in 2016. Area Development Plan (ADP): According to Plan CC the subject property is located within the Padre -Mustang Island Area Development Plan (Adopted on June 29, 2021). Water Master Plan: No improvements have been proposed. Wastewater Master Plan: No improvements have been proposed. Stormwater Master Plan: No improvements have been proposed. Public Notification Number of Notices Mailed • 39 within a 200 -foot notification area • 2 outside 200 -foot notification area In Opposition • 0 inside the notification area • 0 outside the notification area • 0% in opposition within the 200 -foot notification area (0 individual property owners) Public Hearing Schedule Planning Commission Hearing Date: January 10, 2023 City Council 1st Reading/Public Hearing Date: February 20, 2023 City Council 2nd Reading Date: February 27, 2023 Comprehensive Plan Consistency: • Plan CC: The proposed rezoning is consistent with the following Goals and Strategies for Decision Makers: o Future Land Use, Zoning, and Urban Design: • Corpus Christi development patterns support efficient and cost-effective use of resources and high quality of life. • Promote the stabilization, revitalization, and redevelopment of older neighborhoods. • Encourage orderly growth of new residential, commercial, and industrial areas. Zoning Report Page 3 • Promote a balanced mix of land uses to accommodate continuous growth and promote the proper location of land uses based on compatibility, locational needs, and characteristics of each use. • Area Development Plan (Mustang/Padre Island) and FLUM (Future Land Use Map) Consistency: The proposed rezoning is consistent with policy initiatives in the ADP and the FLUM's designation of Mixed -Use. : o Mixed Use Areas: Include residential retail, hotel and office uses. o Vision Themes: ■ Blended Residential Community and Destination Location. Encourage tourism and the development of local commercial businesses to build a strong economic environment and sufficiently support the year-round residential community. o Policy Initiatives: Support and encourage compatible and context -sensitive development that provides a mix of land uses. Staff Analysis: Staff reviewed the subject property's background information and the applicant's purpose for the rezoning request and conducted research into the property's land development history to include platting, zoning, existing surrounding land uses, and potential code violations. Staff compared the proposed zoning's consistency with the applicable elements of the comprehensive plan. As a result of the above analysis, staff notes the following: • The proposed rezoning is consistent with elements of the Comprehensive Plan and Future Land Use Map. • Rezoning the subject property allows for greater computability with adjacent, neighborhood properties. • The "RM -AT" District will allow for commercial uses such as extended stay facilities, hotels, and motels not allowed in the single-family or multifamily zoning districts. • The rezoning supports compatible and context -sensitive development with a mix of land uses. • Will remain in the (10) Island Overlay, which has architectural standards to maintain neighborhood character. Planning Commission and Staff Recommendation (January 10, 2024): After evaluation of case materials provided and subsequent staff analysis including land development, surrounding uses and zoning, transportation and circulation, utilities, Comprehensive Plan consistency, and considering public input, Planning Commission and Staff recommend approval of the change of zoning from the "RS-6/IO" Single -Family 6 District with the Island Overlay to the "RM-AT/IO" Multifamily Apartment Tourist District with the Island Overlay. Attachment (s): (A) Existing Zoning and Notice Area Map Attachment (A) Existing Zoning and Notice Area Map CASE: 0124-02 Zoning and notice Area RM -1 Multifamily 1 RM -2 Multifamily 2 RM -3 Multifamily ON Professional Office RM -AT Multifamily AT CN -1 Neighborhood Commercial CN -2 Neighborhood Commercial CR -1 Resort Commercial CR -2 Resort Commercial CG -1 General Commercial CG -2 General Commercial Ci Intensive Commercial CBD Downtown Commercial CR -3 Resort Commercial FR Farm Rural H Historic Overlay BP Business Park IL Light Industrial IH Heavy Industrial PUD Planned Unit Doi. Overlay R5-10 Single -Family 10 R5-6 Single -Family 6 R5-4.5 Single -Family 4.5 RS -TF 150 -Family RS -15 Single -Family 15 RE Residential Estate RS-TH Townhouse 5P Special Permit Ry Recreational Vehicle Park RMH Manufactured Home Sn blec[PrtrParry fir 200' bofler 0 Ovne n favor 4 O'Vmers kvIbin 2'00' 1510005 owners oliache00vmer0hrp table M0Yaosilioe SUBJECT PROPERTY Esri, HERE InII RFP lOnIT u LOCATION MAP1 Zoning Case 0124-02 JOHN TOMPKINS DISTRICT 4 Rezoning for a property at 14762 Running Light Drive From "RS -6/10" to "RM-AT/IO" SUBJECT\ PROPERTY Portland { ri7415 Christ FLOCATfON City Council February 20, 2024 1 Zoning and Land Use RM-AT/10 RM-AT/IO RM-AT/IO SUBJECT PROPERTY RS -6/M RM-AT/IO /RS-6/IO RM-AT/IO CR- R RM-AT/10 044 RS -6/10 Proposed Use: To allow for compatibility with surrounding land uses with increased development options. Area Development Plan: Padre/Mustang Island (June 29, 2021) Future Land Use Map: Mixed Use Existing Zoning: "RS -6" Single -Family 6 with the Island Overlay Adjacent Land Uses: • North: Water, Zoned "RS-6/IO" • South: Vacant, Zoned "RM-AT/IO" • East: Vacant, Zoned "RM-AT/IO" • West: Vacant, Zoned "RM-AT/IO" 02/20/2024 2 Public Notification 2 Notices mailed outside the 200' buffer SUBJECT Notification Area rt PROPERTY 39 Notices mailed inside the 200' buffer Separate Opposed Owners: 0 In Favor: 0 (0.00%) Note: Notified property owner's land in square feet divided by the footage of all property in the notification area equals the percentage of public opposition. 02/20/2024 3 Staff Analysis And Recommendation • The proposed rezoning is consistent with elements of the Comprehensive Plan and Future Land Use Map. • Rezoning the subject property allows for greater computability with adjacent, neighborhood properties. • The "RM -AT" District will allow for commercial uses such as extended stay facilities, hotels, and motels not allowed in the single-family or multifamily zoning districts. • The rezoning supports compatible and context -sensitive development with a mix of land uses. PLANNING COMMISSION AND STAFF RECOMMENDATION: Approval of the rezoning from the "RS-6/IO" Single -Family 6 District with the Island Overlay to the "RM-AT/IO" Multifamily Apartment Tourist District with the Island Overlay. 02/20/2024 4 AGENDA MEMORANDUM Public Hearing and First Reading for the City Council Meeting of Feb. 20, 2024 Second Reading for the City Council Meeting of Feb. 27, 2024 DATE: February 20, 2024 TO: Peter Zanoni, City Manager FROM: Al Raymond, Development Services Department Alraymond@cctexas.com (361) 826-3275 Rezoning for a property at or near 801 Cantwell Drive CAPTION: Zoning Case No. 0124-03, Cenikor Foundation (District 1). Ordinance rezoning a property at or near 801 Cantwell Drive from the "CG -2" General Commercial District to the "IL" Light Industrial District; Providing for a penalty not to exceed $2,000 and publication. (Planning Commission and Staff recommend approval). SUMMARY: This item is to rezone the property to allow for the adaptive re -use of a former assisted living facility into an alcohol and drug rehabilitation center. BACKGROUND AND FINDINGS: The subject property is a 2.03 -acre parcel that formerly hosted the Trisun Care Center assisted living facility (originally built in 1973 and added unto in 1991) in the Westside area of the city at the intersection of Cantwell Drive and Savage Lane, generally south of Interstate Highway 37 (IH -37), north of Leopard Street, and east of South Padre Island Drive (SH -358). The subject parcel is located within the west -half of the Westside area, which is particularly characterized by industrial districts (light and heavy) east of North Padre Island Drive. The westside ADP (Area Development Plan), adopted in 1995, designated the area bounded by Old Brownsville Road, North Padre Island Drive, and Interstate Highway 37 (IH -37) to industrial districts. At the exception of the subject parcel, the surrounding and abutting properties are zoned "IL" Light industrial Districts with light industrial uses. The Unified Development Code categorizes firms engaged in the manufacturing, assembly, repair, or servicing of industrial, business, or consumer machinery, equipment, products, or by-products, mainly by providing centralized services for separate retail outlets, as industrial uses. Contractors and building maintenance services and similar uses perform services off-site. General public traffic is very limited. The aforementioned summarize the uses at the surrounding properties. The community is characterized by residential uses a block east of Cantwell Drive, and a large concentrations industrial uses west of it with a small enclave of residential use within, and scattered commercial uses along Leopard Street, Navigation Boulevard, and Interstate Highway 37 (IH -37) access road. The subject parcel was rezoned from the "IL" Light Industrial District in the 1980s to "CG -2" General Commercial District to permit an assisted living facility; and the applicant is requesting an amendment that will revert the existing zoning district of "CG - 2" General Commercial District to the original "IL" Light Industrial District to relocate the Cenikor (formerly Charlie's Place) alcohol and drug rehabilitation center. The Light Industrial zoning district accommodates light manufacturing, fabricating, warehousing and wholesale distributing in buildings with access by major arterials, freeways or railroads in either central or outlying locations, and a number other social service uses prohibited in most zoning districts. The proposed rezoning is consistent with many goals and elements of Plan CC (The City of Corpus Christi Comprehensive Plan) and the FLUM's (Future Land Use Map) designation of Light Industrial use. Public Input Process Number of Notices Mailed: 24 notices were mailed within the 200 -foot notification area, and 3 outside the notification area. As of February 16, 2024: In Favor: 0 inside notification area 0 outside notification area In Opposition: 0 inside notification area 0 outside notification area A total of 0.00% of the 200 -foot notification area is in opposition. ALTERNATIVES: None. FISCAL IMPACT: There is no fiscal impact associated with this item. RECOMMENDATION: Planning Commission and Staff recommend approval of the change of zoning from the "CG -2" General Commercial District to the "IL" Light Industrial District on January 10, 2024. Vote Results For: 6 Against: 0 Absent: 2 LIST OF SUPPORTING DOCUMENTS: Ordinance Presentation - Aerial Map Planning Commission Final Report Zoning Case No. 0124-03, Cenikor Foundation (District 1). Ordinance rezoning a property at or near 801 Cantwell Drive from the "CG -2" General Commercial District to the "IL" Light Industrial District; Providing for a penalty not to exceed $2,000 and publication. (Planning Commission and Staff recommended approval). WHEREAS, with proper notice to the public, a public hearing was held during a meeting of the Planning Commission during which all interested persons were allowed to appear and be heard; WHEREAS, the Planning Commission has forwarded to the City Council its final report and recommendation regarding the application for an amendment to the City of Corpus Christi's Unified Development Code ("UDC") and corresponding UDC Zoning Map; WHEREAS, with proper notice to the public, a public hearing was held during a meeting of the City Council, during which all interested persons were allowed to appear and be heard; WHEREAS, the City Council has determined that this rezoning is not detrimental to the public health, safety, or general welfare of the City of Corpus Christi and its citizens; and WHEREAS, the City Council finds that this rezoning will promote the best and most orderly development of the properties affected thereby, and to be affected thereby, in the City of Corpus Christi. NOW, THEREFORE, BE IT ORDAINED BY THE CITY COUNCIL OF THE CITY OF CORPUS CHRISTI, TEXAS: SECTION 1. The Unified Development Code ("UDC") and corresponding UDC Zoning Map of the City of Corpus Christi, Texas is amended by changing the zoning on the subject property being South 30.59 Feet of Lot 23, Lots 24, 25, 26, 27, & 28, Block 12, Russell Industrial Area, as described and shown in Exhibit A and Exhibit B, from: the "CG -2" General Commercial District to the "IL" Light Industrial District. The subject property is located at or near 801 Cantwell Drive. Exhibit A, a metes and bounds description, and Exhibit B, a map, are attached to and incorporated in this ordinance. SECTION 2. The UDC and corresponding UDC Zoning Map of the City, made effective July 1, 2011 and as amended from time to time, except as changed by this ordinance, both remain in full force and effect including the penalties for violations as made and provided for in Article 10 of the UDC. SECTION 3. To the extent this amendment to the UDC represents a deviation from the City's Comprehensive Plan, the Comprehensive Plan is amended to conform to the UDC, as it is amended by this ordinance. SECTION 4. All ordinances or parts of ordinances specifically pertaining to the zoning of the subject property that are in conflict with this ordinance are hereby expressly superseded. SECTION 5. A violation of this ordinance, or requirements implemented under this ordinance, constitutes an offense punishable by a fine not to exceed $2,000.00 for each offense; as provided in Article 1, Section 1.10.1 of the UDC, Article 10 of the UDC, and/or Section 1-6 of the Corpus Christi Code of Ordinances. SECTION 6. Publication shall be made in the official publication of the City of Corpus Christi as required by the City Charter of the City of Corpus Christi. SECTION 7. This ordinance shall become effective upon publication. Introduced and voted on the day of , 2024. PASSED and APPROVED on the day of , 2024. ATTEST: Paulette Guajardo, Mayor Rebecca Huerta, City Secretary Page 2 of 5 Exhibit A STATE OF TEXAS JOB NO. 20-7253 COUNTY OF NUECES 2.026 ACRES ALL that certain tract or parcel of land situated in Nueces County, Texas, same lying within the Corporate City Limits of Corpus Christi, Texas, same being the South 30.59 feet of' Lot 23 and all of Lots 24, 25, 26, 27 & 28, Block 12, Russell Industrial Area as recorded in Volume 35, Page 37 of the Map Records of Nueces County, Texas, and being more particularly described by metes and bounds as follows, to wit: BEGINNING at a drill hole set over a reading in the concrete of a fence post found for the West corner of this tract, same being the West corner of said Lot 28, same lying in the Northeast right-of-way margin of Savage Lane; THENCE, along the Northwest boundary line of said Lots 28 through 23, NORTH 18 degrees 04 minutes 12 seconds EAST 311.34 feet to a 5/8 inch iron rod found for the North corner of this tract; THENCE, passing through said Lot 23, SOUTH 72 degrees 16 minutes 12 seconds EAST 288.89 feet to a % inch iron pipe found for the East corner of this tract, same lying in the Southeast boundary line of said Lot 23, same Lying in the Northwest right-of-way margin of Cantw ell Lane; THENCE, along the Southeast boundary Zine of said Lots 23 through 28 and the Northwest right-of-way margin of Cantwell Lane, SOUTH 18 degrees 02 minutes 46 seconds WEST 279.37 feet to a 5/8 inch iron rod found for the Southeast corner of this tract, same being the point of curvature of a curve to the right at the intersection of said Cantwell Lane and Savage Lane; THENCE,, along said curve to the right with a radius of 25.00 feet, a central angle of 90 degrees 44 minutes 24 seconds, a length of arc of 39.59 feet, a tangent of 25.33 feet and chord bearing and length of SOUTH 62 degrees 01 minutes 39 seconds WEST 35.96 feet to a 5/8 inch iron rod found for the Southwest corner of this tract, same lying in said Northeast right-of-way margin of Savage Lane; THENCE, along said Northeast right-of-way margin of Savage Lane, NORTH 71 degrees 33 minutes 06 seconds WEST 85.05 feet to a 5/8 inch iron rod found for a corner of this tract and of said Lot 28, same being the point of beginning of a curve to the left; THENCE, along said curve to the left with a radius of 2178.79 feet and the Northeast right-of-way margin of Savage Lane, a central angle of 04 degrees 42 minutes 43 seconds, a length of arc of 179.19 feet, a tangent of 89.64 feet and a chord bearing and length of NORTH 74 degrees 36 minutes 18 seconds WEST 179.19 feet to the point of beginning and containing 2.026 acres of land. I hereby certify that this survey as reflected in the above Field Notes and attached plat conforms to the current Texas Surveyors Association Standards and Specifications for a Category IA, Condition 11 Land Survey. Bearings are based on NAD83-2011 Texas South 4205 Coordinate System. Dated this the L4 Iday of ,c/nv n 3L{4. . 2023. 7rum,- s IfiE c�4 SURV Ronald A. Voss, Registered Professional Land Surveyor No.2293 Page 3 of 5 0 E )))F3 - '''P z S.69'99Z .0.9i. aZL s) L— I.LL'69Z3..0L.LL.at 57 0 r. .'.. F_. Imo' M s, w � o�zwn m � 0 0 ( mm (,V9'69=1,'6L 6LL='0) 19l'6L 4=b1'.62BL LZ=til (,6v6LL M .91 ,9f ..UL N)=01 L00 59 M 0L .LL 2L NI 100 5B m.,90 .EE olL N) ('M'0'10 .09) (3A1e10 VHIHVW SV 03010032 AlS1101A38d) 3NV139VAVS 0 z Page 4 of 5 Exhibit B CASE: 0124-03 Zoning and notice Area RM -1 Multifamily RM -2 Multifamily RM -3 Multifamily ON Professional Office RM -AT Multifamily AT CN -1 Neighborhood Commercial CN -2 Neighborhood Commercial CR -1 Resort Commercial CR -2 Resort Commercial CG -1 General Commercial CG -2 General Commercial CI Intensive Commercial CBD Downtown Commercial CR -3 Resort Commercial FR Farm Rural H Historic Overlay BP Business Park IL Light Industrial IH Heavy Industrial PUD Planned Unit Dev. Overlay RS -10 Single -Family 10 RSL Single-Family6 RS -45 Singl e -Family 4.5 RS -TF Two -Family RS -15 Single -Family 15 RE Residential Estate RS-TH Townhouse SP Special Permit RV Recreational Vehicle Park RMH Manufactured Home Elswurtbnlezrnoa0= 4 Owners within 200Visled on owners attaobe f ownershp Caere X In opposrelon yy� 1111$1 City of Corpus Christi (SUBJECT PROPERTY Esri, HERE r .�, ;, !Niro fn,1e nIT 0 LOCATION MAP Page 5 of 5 ZONING REPORT Case 0124-03 Applicant & Subject Property District: 1 Owner: Cenikor Foundation Applicant: Cenikor Foundation Address: 801 Cantwell Drive, located along the west side of Cantwell Drive, south of Interstate Highway 37 (IH -37), east of Navigation Boulevard, and west of Omaha Drive. Legal Description: South 30.59 Feet of Lot 23, Lots 24-28, Block 12, Russell Industrial Area. Acreage of Subject Property: 2.03 Acres. (Refer to attachment (A) Metes & Bounds and (B) Existing Zoning and Notice Area Map) Pre -Submission Meeting: October 26, 2023 Zoning Request From: "CG -2" General Commercial District To: "IL" Light Industrial District Purpose of Request: To allow for the adaptive re -use of a former assisted living facility into an alcohol and drug rehabilitation center. Land Development & Surrounding Land Uses Zoning District Existing Land Use Future Land Use Site "CG -2" General Commercial Medium -Density Residential Light -Industrial North "IL" Light Industrial Light -Industrial Light -Industrial South "IL" Light Industrial ROW (Savage Lane), Light -Industrial Transportation, Light -Industrial East "IL" Light Industrial ROW (Cantwell Drive), Light -Industrial Transportation, Light -Industrial West "IL" Light Industrial Light -Industrial Light -Industrial Plat Status: MRNCT (Map Records of Nueces County, Texas) Volume 35 Page 37 indicates that the property consists of several lots and a portion -of -a -lot; therefore, the subject property is not platted. Platting is not required for alterations to an existing building with no impact to existing infrastructure; however, a rezoning must precede the building permit. Military Compatibility Area Overlay District (MCAOD, Effective August 22, 2022): None. Code Violations: None. Transportation and Circulation Cantwell Drive Designation Section Proposed Section Existing "Local " Residential 1 Lane & Parking, 50 feet 1 Lane & Parking, 60 feet Savage Lane Designation Section Proposed Section Existing Background: The subject property is a 2.03 -acre parcel that formerly hosted the Trisun Care Center assisted living facility (originally built in 1973 and added unto in 1991) in the Westside area of the city at the intersection of Cantwell Drive and Savage Lane, generally south of Interstate Highway 37 (IH -37), north of Leopard Street, and east of South Padre Island Drive (SH -358). The subject parcel is located within the west -half of the Westside area, which is particularly characterized by industrial districts (light and heavy) east of North Padre Island Drive. "Local " Residential 1 Lane, on -street parking, 50 feet 1 Lane, on -street parking, 60 feet Transit: The Corpus Christi RTA provides service to the subject property via Routes 27 Leopard and 28 Leopard/Navigation with the nearest bus stops, east- and west -bound, at Leopard Street and Cantwell Drive. Bicycle Mobility Plan: The subject property is approximately 1,900 feet away from a proposed one-way cycle track along Up River Road. Utilities Gas: A (HP) 6 -inch WS line exits along the west side of Cantwell Drive. Stormwater: None exists along the frontage of the property on Savage Lane and Cantwell Drive. Wastewater: An 8 -inch VCP line exists along Cantwell Drive. Water: An 8 -inch ACP line along the west side of Cantwell Drive and north side of Savage Lane. Corpus Christi Comprehensive Plan (Plan CC) Plan CC: Provides a vision, goals, and strategies, to guide, regulate, and manage future development and redevelopment within the corporate limits and extraterritorial jurisdiction (ETJ) was adopted in 2016. Area Development Plan (ADP): According to Plan CC the subject property is located within the Westside Area Development Plan (Adopted on January 10, 2023). Water Master Plan: No improvements have been proposed. Wastewater Master Plan: No improvements have been proposed. Stormwater Master Plan: No improvements have been proposed. Public Notification Number of Notices Mailed 24 within the 200 -foot notification area 3 outside the 200 -foot notification area In Opposition 0 inside the notification area 0 outside the notification area 0 % in opposition within the 200 -foot notification area (0 individual property owner) Public Hearing Schedule Planning Commission Hearing Date: January 10, 2024 City Council 1st Reading/Public Hearing Date: February 20, 2024 City Council 2nd Reading Date: February 27, 2024 Background: The subject property is a 2.03 -acre parcel that formerly hosted the Trisun Care Center assisted living facility (originally built in 1973 and added unto in 1991) in the Westside area of the city at the intersection of Cantwell Drive and Savage Lane, generally south of Interstate Highway 37 (IH -37), north of Leopard Street, and east of South Padre Island Drive (SH -358). The subject parcel is located within the west -half of the Westside area, which is particularly characterized by industrial districts (light and heavy) east of North Padre Island Drive. The westside ADP (Area Development Plan), adopted in 1995, designated the area bounded by Old Brownsville Road, North Padre Island Drive, and Interstate Highway 37 (IH -37) to industrial districts. At the exception of the subject parcel, the surrounding and abutting properties are zoned "IL" Light industrial Districts with light industrial uses. The Unified Development Code categorizes firms engaged in the manufacturing, assembly, repair, or servicing of industrial, business, or consumer machinery, equipment, products, or by-products, mainly by providing centralized services for separate retail outlets, as industrial uses. Contractors and building maintenance services and similar uses perform services off-site. General public traffic is very limited. The aforementioned summarize the uses at the surrounding properties. The community is characterized by residential uses a block east of Cantwell Drive, and a large concentrations industrial uses west of it with a small enclave of residential use within, and scattered commercial uses along Leopard Street, Navigation Boulevard, and Interstate Highway 37 (IH -37) access road. The subject parcel was rezoned from the "IL" Light Industrial District in the 1980s to "CG -2" General Commercial District to permit an assisted living facility; and the applicant is requesting an amendment that will revert the existing zoning district of "CG -2" General Commercial District to the original "IL" Light Industrial District to relocate the Cenikor (formerly Charlie's Place) alcohol and drug rehabilitation center. The Light Industrial zoning district accommodates light manufacturing, fabricating, warehousing and wholesale distributing in buildings with access by major arterials, freeways or railroads in either central or outlying locations, and a number other social service uses prohibited in most zoning districts. Plan CC ( City of Corpus Christi Comprehensive Plan) and FLUM (Future Land Use Map) Consistency: The proposed rezoning is consistent with the following Goals and Strategies for Decision Makers: • Resilience & Resource Efficiency: o Reinvestment in existing communities conserves resources. ■ Encourage the preservation and adaptive reuse of existing structures to reduce construction waste and conserve energy and materials. • Future Land Use, Zoning, and Urban Design: o Corpus Christi Development patterns support efficient and cost-effective use of resources and high quality of life. ■ Encourage orderly growth of new residential, commercial, and industrial areas. ■ Promote a balanced mix of land uses to accommodate continuous growth and promote the proper location of land uses based on compatibility, locational needs, and characteristics of each use. Westside ADP (Area Development Plan) and FLUM's (Future Land Use Map) Consistency: The proposed rezoning is consistent with vision themes and policy initiatives of the Westside ADP (Area Development Plan) and the FLUM's designation of Light Industrial use. The Westside ADP is particularly consistent with the health and safety vision them; which encourages: • Improving and expanding facilities and programming that support a healthy lifestyle. • Improving access to healthcare and social services. Staff Analysis: Staff reviewed the subject property's background information and the applicant's purpose for the rezoning request and conducted research into the property's land development history to include platting, zoning, existing surrounding land uses, and potential code violations. Staff compared the proposed zoning's consistency with the applicable elements of the comprehensive plan. As a result of the above analysis, staff notes the following: • The proposed rezoning is consistent with many goals and elements of Plan CC (The City of Corpus Christi Comprehensive Plan) and the FLUM's (Future Land Use Map) designation of Light Industrial use. • The Health and Safety vision theme for the Westside Area includes the provision of social services to meet community and/or city's needs; while also creating a safe, family -friendly environment within the area. o Plan CC encourages a mixture of land use to support the needs of the community and city and their appropriate location based on compatibility, locational needs, and characteristics of the use. The social service use category includes uses that primarily provide treatment to those with psychiatric, alcohol, or drug problems related to social service programs (such as alternative or post incarceration facility, exclusive care and treatment for psychiatric, alcohol, or drug problems where patients are residents, group home for the physical disabled, intellectual disability or emotionally disturbed that are not considered single-family residences, group home for drug and alcohol treatment, soup kitchen, transient lodging or shelter for the homeless, and treatment centers), that are often perceived as controversial by the general public due to the unpredictable behaviors of the associated residents. o The proposed development will be for a full service alcohol and drug rehabilitation center that includes outpatient services, withdrawal management, medical assistant treatment, and recovery housing, and the UDC (Unified Development Code) permits such uses by -right only in an "IL" Light Industrial District due to the characteristics of the use. • Plan CC encourages efficient use and conservation of resources, and in this case, it is the adaptive reuse of an existing structure (originally built in 1973, and formerly Trisun Care Center Assisted Living Facility). With the similarity in space programming between an assisted living facility and an alcohol and drug rehabilitation center, staff finds the proposed development and ideal and efficient use of resources. • While no longer effective, staff noted that the former ADP reserved the west -half of the Westside area, and the portion of the area south of North Padre Island Drive to industrial development. The subject parcel is part of a large original "IL" Light Industrial District; and the FLUM has designated Light Industrial use to it. The amendment would revert the existing zoning district to the original "IL" Light Industrial district. • The approximately 25,000 Square Feet structure will include 30 staff members, from Monday through Friday, between the hours of 08:00 AM and 05:00 PM, and 10 after hours and during the weekend. Parking, for this type of development, is controlled by the number of employees and an additional 1 parking space per 250 Square feet of office space, which the code regards as accessory. Planning Commission and Staff Recommendation (January 10, 2024): After evaluation of case materials provided and subsequent staff analysis including land development, surrounding uses and zoning, transportation and circulation, utilities, Comprehensive Plan consistency, and considering public input, Planning Commission and staff recommend approval of the change of zoning from the "CG-2" General Commercial District to the "IL" Light Industrial District. • The amendment is compatible with the present zoning and conforming uses of nearby properties and to the character of the surrounding area. Staff does not foresee any negative impact upon the surrounding neighborhood. o The subject development is appropriately sited within an industrial district, addresses a healthcare provision need, and will not impact the surrounding uses. Attachment: (A) Metes & Bounds, (B) Existing Zoning and Notice Area Map Attachment: (A) Metes and Bounds STATE OF TEXAS JOB NO. 20-7253 COUNTY OF NUECES 2.026 ACRES ALL that certain tract or parcel of land situated in Nueces County, Texas, same lying within the Corporate City Limits of Corpus Christi, Texas, same being the South 30.59 feet of Lot 23 and all of Lots 24, 25, 26, 27 & 28, Block 12, Russell Industrial Area as recorded in Vulume 35, Page 37 of the Map Records of Nueces County, Texas, and being more particularly described by metes and bounds as follows, to wit: BEGINNING at a drill hole set over a reading in the concrete of a fence post found for the West corner of this tract, same being the West corner of said Lot 28, same lying in the Northeast right -of -w ay margin of Savage Lane; THENCE, along the Northwest boundary line of said Lots 28 through 23, NORTH 18 degrees 04 minutes 12 seconds EAST 311.34 feet to a 5/8 inch iron rod found for the North corner of this tract; THENCE, passing through said Lot 23, SOUTH 72 degrees 16 minutes 12 seconds EAST 288.89 feet to a % inch iron pipe found for the East corner of this tract, same lying in the Southeast boundary line of said Lot 23, same lying in the Northwest right-of-way margin of Cantwell Lane; THENCE, along the Southeast boundary lint of said Lots 23 through 28 and the Northwest right-of-way margin of Cantwell Lane, SOUTH 18 degrees 02 minutes 46 seconds WEST 279.37 feet to a 5/8 inch iron rod found for the Southeast corner of this tract, same being the point of curvature of a curve to the right at the intersection of said Cantwell Lane and Savage Lane; THENCE, along said curve to the right with a radius of 25.00 feet, a central angle of 90 degrees 44 minutes 24 seconds, a length of arc of 39.59 feet, a tangent of 25.33 feet and chord bearing and length of SOUTH 62 degrees 01 minutes 39 seconds WEST 35.96 feet to a 5/8 inch iron rod found for the Southwest corner of this tract, same lying in said Northeast right-of-way margin of Savage Lane; THENCE, along said Northeast right-of-way margin of Savage Lane, NORTH 71 degrees 33 minutes 06 seconds WEST 85.05 feet to a 5/8 inch iron rod found for a corner of this tract and of said Lot 28, same being the point of beginning of a curve to the left; THENCE, along said curve to the left with a radius of 2178.79 feet and the Northeast right-of-way margin of Savage Lane, a central angle of 04 degrees 42 minutes 43 seconds, a length of arc of 179.19 feet, a tangent of 89.64 feet and a chord bearing and length of NORTH 74 degrees 36 minutes 18 seconds WEST 179.19 feet to the point of beginning and containing 2.026 acres of land. I hereby certify that this survey as reflected in the above Field Notes and attached plat conforms to the current Texas Surveyors Association Standards and Specifications for a Category IA, Condition II Land Survey. Bearings are based on NAD83-2011 Texas South 4205 Coordinate System. Dated this the 2.1 qday of fsCtl e- . 2023. 9• Ronald A. Voss, Registered Professional Land Surveyor No.2293 Attachment: 0 0 01-3 ix.68 89Z 9 ..Z L .84 .sL S) " I.LL'68Z 3..OL.LL .ZL 5I 0 m i ET, (.49'68=1.'6L'64 L=V1) (.E6 .6 =y) I.9[, 62. 4=V1.6L BLLZ=til W6LL M .9E .41 .14=01 (00 98 M.OL.L42/NI (50 5L1 M.90 .EE .4L N) ('M'O'il .09) (3A1e10 VHIHVW SV 0301003d AlS1101A38d) 3NVT3EJVAVS 8 • 9s Attachment: (B) Existing Zoning and Notice Area Map CASE: 0124-03 Zoning and notice Area RM -1 Multifamily RM -2 Multifamily RM -3 Multifamily ON Professional Office RM -AT MUItifamilyAT CN -1 Neighborhood Commercial CN -2 Neighborhood Commercial CR -1 Resort Commerci al CR -2 Resort Commercial CG -1 General Commercial CG -2 General Commercial CI Intensive Commercial CBD Downtown Commercial CR -3 Resort Commercial FR Farm Rural H Historic Overlay BP Business Park IL Light Industrial IH Heavy Industrial PUD Planned Unit Dev. Overlay RS -10 Single -Family 10 RS -6 Single-Family6 RS -0.5 Single -Family 4.5 RS -TF Two -Family RS -15 Single -Family 15 RE Residential Estate RS-TH Townhouse SP Special Permit RV Recreational Vehicle Park RMH Manufactured Horne El s z.,Prprc0 °,7nsr owners wnnm2oolseaon x ownoers atlaoned ownersnp lane /� opposnlon N W City of Corpus Christi SUBJECT PROPERTY a Carpus Christi Esri, HERE (=',,m -r; I51'('0 FknfFIT P LOCATION MAPj Zoning Case 0124-03 N r Cenikor Foundation District 1 Rezoning for a property at or near 801 Cantwell Drive From the "CG -2" General Commercial District To the "IL" Light Industrial District Corpse: C hri,fi Esri, HERE r,m,�� IR1r�FRAFRIT lLOCA710N MAP City Council February 20, 2024 Zoning and Land Use Proposed Use: To allow for an alcohol and drug rehabilitation center. (An adaptive re -use of an assisted living facility) Area Development Plan (ADP): Westside ADP (Adopted on January 10, 2023) Future Land Use Map: Light -Industrial use Existing Zoning: "CG -2" General Commercial District Adjacent Land Uses: N • North: Light -Industrial (Zoned "IL") • South: Light -Industrial (Zoned "IL") • East: Light -Industrial (Zoned "IL") • West: Light -Industrial (Zoned "IL") r Public Notification 24 Notices mailed inside the 200 -foot buffer 3 Notices mailed outside the 200 -foot buffer Notification Area Opposed: 0 (0%) Separate Opposed Owners (0) In Favor: 0 (0.00%) N *Notified property owner's land in SQF/ Total square footage of all property in the notification area = Percentage of public opposition. Staff Analysis and Recommendation • The proposed rezoning is consistent with many goals and elements of Plan CC (The City of Corpus Christi Comprehensive Plan) and the FLUM's (Future Land Use Map) designation of Light Industrial use. • The Health and Safety vision theme for the Westside Area includes the provision of social services to meet community and/or city's needs; while also creating a safe, family -friendly environment within the area. • Plan CC encourages efficient use and conservation of resources, and in this case, it is the adaptive reuse of an existing structure (formerly Trisun Care Center Assisted Living Facility). With the similarity in space programming between an assisted living facility and an alcohol and drug rehabilitation center, staff finds the proposed development and ideal and efficient use of resources. • While no longer effective, staff noted that the former ADP reserved the west -half of the Westside area, and the portion of the area south of North Padre Island Drive to industrial development. The subject parcel is part of a large original "IL" Light Industrial District; and the FLUM has designated Light Industrial use to it. The amendment would revert the existing zoning district to the original "IL" Light Industrial district. • The amendment is compatible with the present zoning and conforming uses of nearby properties and to the character of the surrounding area. Staff does not foresee any negative impact upon the surrounding neighborhood. PLANNING COMMISSION AND STAFF RECOMMEND APPROVAL TO THE "IL" LIGHT INDUSTRIAL DISTRICT AGENDA MEMORANDUM City Council Meeting of January 30, 2024 DATE: January 3, 2024 TO: Peter Zanoni, City Manager FROM: Mike Culbertson, President & CEO mculbertson@ccredc.com (361) 882-7448 Corpus Christi Regional Economic Development Corporation (CCREDC) Quarterly Update OUTSIDE PRESENTER: Name Title/Position 1. Mike Culbertson President & CEO BACKGROUND: Organization CCREDC The CCREDC provides quarterly updates to the City Council. In accordance with this practice, the CCREDC will update the Council on its activities and the status of the local economy. This presentation covers October - December 2023. Our last presentation was on August 15, 2023. The Metropolitan Statistical Area (MSA) economy is still growing from a low of 180,000 jobs in September 2020 to 197,400 as of November. As a reference, in 2019, the last normal year, the jobs were 192,400. The unemployment rate has steadily dropped from a high in July and August of 5% down to 3.9% in November. We are only 0.4% above Texas and the US. The housing market is settling down. Prices are up but only slightly from 2022. The inventory time is now up to 4.4 months, which is trending toward a more balanced market between buyers and sellers. CCREDC is about securing high paying jobs and diversifying our economy. The sales tax collections are up across the MSA from 2022 apart from one city. The EDC is working on nine major projects that are valued at $7.6 billion in capital investment and would create 995 quality primary jobs. The EDC is looking for other industries to attract to our region. We are still going through the suggested industries from our Targeted Industry Survey we did in 2020 to look at industries that we can target but also re -shoring opportunities. We are running out of available water and excess electricity to help site these projects. We are coordinating with partners to push a "sense of place" initiative. Your EDC is delivering value to the city and the region. LIST OF SUPPORTING DOCUMENTS: CCREDC Q4 2023 PowerPoint Presentation Presented by Mike Culbertson President & CEO Corpus Christi REGIONAL ECONOMIC DEVELOPMENT CORPORATION Photo: Visit Corpus Christi Photo: Corpus Christi Army Depot /1\ Mission Statement The mission of the Corpus Christi Regional Economic Development Corporation is to expand and enhance the region's economic base by developing and/or supporting projects that create primary jobs to improve the diversity and size of the local economy. Corpus Christi REGIONAL ECONOMIC DEVELOPMENT CORPORATION CORPUS CHRISTI M/A HOUSING REPORT • 7 A' MEDIAN HOME PRICES SOLD $279,000 UP 7.3% COMPARED NOV. 2022 ®_ CLOSED SALES 217 DOWN 21.4% COMPARED NOV. 2022 E/ MONTHS OF INVENTORY 4.4 UP FROM 2.7 COMPARED NOV. 2022 EM/ ACTIVE LISTINGS 1,225 UP 23.2% COMPARED NOV. 2022 ami --- -= - - - DAYS ON THE MARKET: 54 DAYS TO CLOSE: 36 TOTAL DAYS: 90 UNCHANGED COMPARED NOV. 2022 0 ( SALES TAX � COLLECTIONS ALLOCATIONS 0 � NOVEMBER 2023 NOVEMBER 2022 OCTOBER 2023 2022 2021 2020 CITY OF ALICE 6,524,169 6,065,934 5,955,423 6,664,603 5,627,384 5,286,345 CITY OF ARANSAS PASS 2,779,532 2,659,860 2,519,631 2,898,404 2,743,723 2,516,619 CITY OF BEEVILLE 3,965,119 3,841,227 3,558,090 4,189,005 3,785,579 3,605,444 CITY OF CORPUS CHRISTI 89,519,643 85,134,154 80,972,532 92,547,633 86,039,294 79,718,714 CITY OF GREGORY 446,150 480,089 407,636 519,021 690,915 612,363 CITY OF INGLESIDE 4,466,406 2,900,616 4,116,447 3,184,198 3,214,477 3,786,173 CITY OF PORT ARANSAS 3,580,912 3,547,551 3,234,566 3,839,290 3,372,428 2,687,502 CITY OF PORTLAND 6,979,432 6,317,872 6,328,588 6,830,660 6,399,502 5,735,562 CITY OF ROBSTOWN 2,072,546 1,733,344 1,846,713 1,879,188 1,860,293 1,974,500 CITY OF ROCKPORT 3,409,366 3,384,163 3,082,003 3,665,496 3,243,897 2,864,158 CITY OF SINTON 1,588,814 1,500,020 1,420,043 1,614,741 1,653,229 1,357,784 COMBINED TOTALS: 125,332,094 117,564,831 113,441,672 127,832,241 118,663,365 110,205,722 EMPLOYMENT BY SECTOR FOR 0, SELECTED MONTH/ CORPUS CHRISTI TOTAL NONAGRICULTURE MINING, LOGGING & CONSTRUCTION MANUFACTURING TRADE, TRANSPORTATION & UTILITIES INFORMATION FINANCIAL ACTIVITIES PROFESSIONAL & BUSINESS SERVICES EDUCATION & HEALTH SERVICES LEISURE & HOSPITALITY OTHER SERVICES GOVERNMENT NOV OCT NOV NOV NOV MONTHLY YEARLY 2023 2023 2022 2021 2020 CHANGE CHANGE 197,400 196,100 193,800 187,900 182,900 0.7% 1.9% 22,100 21,700 20,100 19,400 19,200 1.8% 10% 9,000 9,100 8,700 8,100 8,000 -1.1% 3.4% 34,800 34,100 34,600 34,100 33,100 2.1% 0.6% 1,600 1,500 1,500 2,600 2,600 6.7% 6.7% 9,300 9,300 9,200 8,400 8,100 0.0% 1.1% 19,900 20,200 20,300 18,300 17,800 -1.5% -2.0% 32,900 32,600 31,600 30,800 31,000 0.9% 4.1% 26,200 26,200 26,200 25,600 23,200 0.0% 0.0% 6,400 6,400 6,300 6,100 5,800 0.0% 1.5% 35,200 35,000 35,300 34,500 34,100 0.6% -0.3% IIIIIIIIIN Corpus Christi Texas United States O 2023 BRE Report Business Retention & Expansion is an economic development strategy of proactively connecting with existing businesses to understand and respond to their needs. 80% of a region's growth comes from the expansion of existing businesses. Staff conduct interviews with businesses every month to collect data and provide resources for their overall success. Existing Business Expansions Infrastructure Permitting & Development D Workforce Development BRE Program Implementation Business Resource Liason IN RESPONSE TO THE 2022 BUSINESS CHALLENGES, WE PLANNED THE FOLLOWING WITH REGIONAL PARTNERS MANUFACTURING DAY EXPO & CAREER FAIR MANUFACTURING MIXER MARITIME CAREER FAIR WORKFORCE SCOOP HIGHWAY 77 CORRIDOR PLANNING MEETING 2023 OMTS: 1 gg6 INDUSTRIES 52% BY NAICS CODES: 18% MANUFACTURING BUSINESS, PROFESSIONAL AND TECHNICAL SERVICES CONSTRUCTION & CONTRACTORS SPECIAL TRADE OTHER 39% 73% OF BUSINESSES INDICATED PLANS TO EXPAND IN WITHIN THE NEXT YEAR OF COMPANIES INDICATED THEIR KEY PRODUCT(S) MARKET SHARE WAS STABLE OR INCREASING TOP BUSINESS CHALLENGES TECHNOLOGY 1. WORKFORCE 2. INFRASTRUCTURE 1 QUALITY OF LIFE OF COMPANIES INDICATED THEY ARE 17cyo INVESTING IN NEW TECHNOLOGY IN THE NEXT YEAR INCLUDING: • BATTERY STORAGE TECHNOLOGY • VEGETABLE OIL AS FEEDSTOCK • CARBON REDUCTION TECHNOLOGY • VIRTUAL WELDING TRAINING • AUTOMATION FOR MACHINERY PROCESSES TOP REQUESTED ASSISTANCE 1. INCENTIVES 2. EDUCATION PARTNER CONNECTION 3. MANUFACTURING 4. EMPLOYEE TRAINING S. INFRASTRUCTURE TOP JOBS IN DUAND !►PITTE ONSTRUCTION SUPERVISORS, OPE RIGGERS TECH 'N `-`-Pu�ua��� ENGINEERS.. METALLURGISTS WELDERS GENERAL LABORERS 0,0 EFFECTIVE RECRUITMENT AND RETENTION STRATEGIES - Collaborating with regional high schools to provide "Building Careers" presentations - "Sign Days" for High School Students - Maintaining a positive "Company Culture" to retain employees - Utilizing job fairs provide by Workforce Solutions BUSINESS, COASTAL S t Le A GREAT PLACE TO LIVE ANO WORK. Corpus Christi REGIONAL ECONOMIC DEVELOPMENT CORPORATION orpus Christi B Corporation (Type B) FY' 24 Wins ■ Del Mar College Cyber Center ■ $130,000 grant to support small businesses who need assistance to secure the safety of their business information ■ The Ritz Theatre ■ $230,000 matching grant to secure the exterior of The Ritz building ■ The Admirals Quarters — NAS -CC ■ $1,000,000 for the construction of the CNATRA Flag Officer Quarters CCREDC 2023-2024 Projects Proactively planning for what the "New Economy" will yield in terms of opportunities and changes to business environment 2021 Targeted Industries Analysis • Supply Chain Analysis • Reshoring/Nearshoring • Economic Diversification (e.g., Petrochemicals, Steel, Drones, Advanced Manufacturing) • • V-(--ia,s BUSINESS, COASTAL• A GREAT PLACE TO LIVE A I WORK. Corpus Christi REGIONAL ECONOMIC DEVELOPMENT CORPORATION Manufacturing High Tech. High Skill. High Pay. Manufacturing has an outsized effect on our economy COVID made supply chain weaknesses laid bare. Re -shoring and near shoring is the future. Engaged a consultant (RCI) to actively look for manufacturers to attract. • 0 I1 usiness Attraction Trade Shows BUSINESS, COASTAL S t Le A GREAT PLACE TO LIVE ANO WORK. PI* Corpus Christi REGIONAL ECONOMIC DEVELOPMENT CORPORATION • AISTECH May 8-11 • World Hydrogen May 15-18 • CleanPower May 22-24 • Hydrogen Tech Expo N. America June 27-29 • UAV Commercial Expo Sept 6-8 Other Events • Maritime Career Fair: April 12th, 2023 • Workforce Scoop Forum: June 2023 • Manufacturing Expo: October 2023 995 Jobs Project Water Needs 9 Active Projects $7.6 B Cap Ex Industry Capital Investment Jobs Green Industry (6) $5.11 Billion 420 Manufacturing (2) $1.51 Billion 375 Steel $1.00 Billion 200 Total: $7.62 Billion 995 ,BUSINESS, COASTAL A GREAT PLACE TO LIVE ANO WORK. 0 Corpus Christi REGIONAL ECONOMIC DEVELOPMENT CORPORATION V-1_sBUSINESS, COASTAL A GREAT PLACE TO LIVE A WORK. Corpus Christi REGIONAL ECONOMIC DEVELOPMENT CORPORATION Area Projects Net Taxable Value Taxing Entity 10 Year 20 Year City of Corpus Christi $ 175,105,109 $ 851,303,341 Nueces School Districts $ 332,414,584 $ 598,673,168 Del Mar College $ 25,824,005 $ 47,867,469 Type A/B Effect $ 24,834,069 $ 22,448,032 These taxes are net of any incentive offered. Assumed the time to complete schedule doesn't move appreciatively. City of Corpus Christi includes the industrial district PILOT payments 1.20 90 12 80 70 60 50 40 30 20 10 Ozone Value `pphj / Rea[ Per Capita GDP 11$ thou 0 Corpus Christi Regional Airshed Ozone Values & Corpus Christi MSA Data - 1989 to 2022 • 82 • 90 • 82 • 91 81 • 73 s 7; • � 75 81 • 72 • 7 •27 • 68• To7 66 • 67 • 4&87 47.20 44.9344.5146.00 45.92 47.85 46.73 + 65 450 400 350 51.4461.56 300 50.225-6149.0549.88 47.78 47.2346.1447.47 18.!1317.93 18.5619' 18.8419.44 Ztl. 7319.7719.4420.67 21.3221.2621.6120.2320.2019.8tl 8020.562133 18.03372318.5611 21.7110.7121.10 ToH R. T Ra H T mT 7,1 R. i l M H H N N CC MIA Population (right axis) 2015 8 -hour Ozone NAAQS CC MSA Real GDP 10 per- Mov. Avg. )CC MSA Real GDP) 0 an n 0 0 0 na Year 4 ry m b n o c c a 4 0 0 0 0 o ❑ 0 0 0 e� ry ry PJ N P4 H .1N N P4 P4 N 1997 8 -hour Ozone NAAQS • CAMS 4 & 2.1 Average —3 per. Mov. Avg. {CAMS 4 & 21 Average) — — - 2008 8 -hour Ozone NAAQS +—CC MSA Real Per Capita GDP 10 per. Mov. Avg. )CC MSA Real Per Capita GDP) 250 200 Populat fon tt hou s and sj Questions? Mike Culbertson President & CEO Corpus Christi REGIONAL ECONOMIC DEVELOPMENT CORPORATION Photo: Visit Corpus Christi